The Institute Saga
by TheBeardedOne
Summary: Sent from a dying homeworld, the actions of the Last Son will echo through the world of mutants.
1. Prologue

_Author's Note :- In this crossover fic, Superman (and possibly Supergirl) will be the only import(s) from DC._

_I readily admit to having been inspired by both Agent-G's SpiderX (id s/1898532/1/SpiderX ) and __The Writer with No Name's Last Son series (id s/3228742/1/The-Last-Son-Book-One-Gatherings ). Note that TWWNN can do far better massively-multi-character epics than I can while Agent-G does better characterisations. Both stories are __**highly**__ recommended and undoubtably far better than I can create, so regardless of whether or not you like this story, check out both of the others._

_As always (and this applies to this chapter and all future ones) all rights are held by Marvel and DC._

_Be warned, there may be significant gaps between updates. Sorry in advance._

_And now – on with the story!_

.

**Prologue**

.

"Damn them! Damn them all!"

Lara Lor-Van turned to face her life-mate, a frown on her face.

"Jor-El, I've just managed to get Kal to sleep. If you wake him…"

Jor-El took in a deep breath, holding it, then releasing it in a sigh of disgust.

"Sorry, beloved. It's just… the council. They won't listen."

Lara's eyes widened slightly.

"They're… you mean…?"

Jor-El nodded. "They're refusing to stop using the graviton power plants. They don't care about the effects they're having. They refuse to listen!"

"But… the shield… the Kree/Skrull war…"

Jor-El snorted. "Powering the defences would be a problem without the graviton plants, I admit. But if we keep using the plants… Lara, the instability of the core has risen by just over six-tenths of a percent in the last Orbit."

Lara's eyes widened in shock. Anyone else would have scoffed at the idea that a barely more than a half-percent change could be a problem, but Lara was an accomplished geophysicist in addition to her household role and other abilities.

"Six-tenths…" she repeated, her voice quavering. "What… what's the current reading…"

"Three point two six." Jor-El sighed, his gaze meeting hers. "And the instability seems to be rising faster. Even with my best projections, we have less than an orbit left. Worst-case scenario… a quarter-orbit, if that. Maybe even less if they go and bring that new plant online."

Lara nodded jerkily. Jor-El walked over and caught her hands.

"I know, beloved. I know it's not enough time, but we can still save our son. On the way back, I did some thinking."

Jor-El led Lara over to a window-seat and sat her down. Turning, he pulled a control-circlet from his belt-pouch and donned it, allowing him to link with the main computer of the building. A split-second later, several images appeared, hovering in the middle of the room.

"I've arranged for a recon-probe to be delivered here tonight. With your help, beloved, we can reconfigure it, transforming it."

Lara nodded, her eyes on the morphing schematic floating as it reconfigured in response to her husband's thoughts.

"You mean…"

"We'll fling a light into the darkness." Jor-El confirmed. "I've already secured a pair of FTL drives and we can install one, along with a stasis-pod for Kal. If I can, I'll get a explorer-module…"

"I'll do that." Lara interrupted. "We both know the Council will be watching you, whileI still have… contacts. I think I can get a full Embassy-module if I try. You build the pod."

Jor-El smiled lovingly at his life-mate.

"A full Embassy… As always, you think bigger than I do. Very well, one Embassy-module… will you handle the download as well, my love?"

"Of course." Lara replied with a sad smile. "How long will you need to…"

"It'll be done." Jor-El said firmly as the morphing blueprints seemed to halt and solidify. "Within two-tenths of an Orbit, the pod will be complete."

"Make sure it has enough storage." Lara said, kissing Jor-El on the cheek. "I intend to ensure that our son has a _full_ library."

Jor-El nodded as he turned to stare out of the window, forlorn pride evident in his eyes.

"My love… have you decided where he will go?"

The question shook Jor-El out from his reverie and he nodded, turning back and motioning to another image.

"Yes. It is a planet like Krypton used to be, with a yellow sun known by the natives as _Sol_ which will grant him great powers. It was one of the last planets discovered by our probes before the War forced us to retreat to our home system. The natives, _Humans_, have an appearance incredibly similar to our own, although their genetic spiral has only two strands rather than four, and turns the other way. The atmosphere is breathable and the planet itself has not been contacted by either the Skrull or Kree as far as we could tell.

"It will be a good place for our son to grow up."

Lara nodded. "Then let us begin, my love. Maybe we'll have time to build another pod, this one for ourselves."

"I shall work as fast as I can,my beloved."

.

"How is it going?"

"Better than expected." Jor-El said from underneath the partially-rebuilt pod, his concentration fixed on the crystalline array that he was carefully manipulating. "How did your mission go?"

Lara unslung the oversized bag that she had been carrying and placed it on the ground with a triumphant smirk, opening it to reveal its contents. Jor-El glanced across, then sat up so fast that his head bashed against the hull of the pod.

"Ow!"

Lara darted across and helped her life-mate out from under the pod. Once clear, Jor-El walked over to the large, waist-high crystal and stared at it, dumbstruck, absently rubbing at the bruise forming on his head.

"Is there a problem?" Lara grinned at him and Jor-El shook his head in bewilderment.

"That… that…"

"Is a level-six hostile-zone Embassy with expansion capability." Lara confirmed, a triumphant smirk on her face. "Full working order, fully charged, fully stocked and ready for deployment."

Jor-El stared at it in shock, then his gaze slowly tracked to Lara.

"…how?"

Lara sighed. "The Council seems to have taken the position that our isolation will be forever." She said, her voice filled with weary irony. "They simply placed all the Embassy modules in storage and locked it down, checking the inventory once an Orbit. And guess who volunteered to check the storage areas yesterday?"

Jor'El's expression went from astonished disbelief to flabbergasted admiration.

"I picked up a few other things as well." Lara said. "And I have another level-six Embassy module downstairs for if we manage to finish our Pod and follow Kal."

"Then I'd better get back to work." Jor-El grinned, turning back to the pod. "And I guess I need to expand the cargo bay slightly. Level six… wow."

.

As the ground shook with yet another tremor, Lara ran through the archway, Kal clutched in her arms. Jor-El caught her as she stumbled and together they moved to where the modified pod was resting on the pad. Lara glanced at the second pod on the pad, the larger one which was still several days from completion.

"We need to do it now, we can't risk waiting!" She said, fighting not to cry. Jor-El nodded as he donned the control-circlet and his mind interfaced briefly with the systems of the pod. On the smooth uppr surface, the hull flowed and reconfigured to reveal a fabric-lined receptical.

"Place him in."

Lara lowered their son into the pod, tears flowing down her cheeks as she released Kal. Jor-El joined her, taking what he knew would be their last look at their son.

"My love…"

Lara nodded as she stepped back, grabbing onto a pillar for support. Jor-El joined her and they embraced as they watched the pod rise from the launch cradle, orienting itself before accelerating away and upwards, shrinking as it accelerated away.

Behind them, unseen, the house began to collapse as a great tremor severed its foundation-pillars. The same tremor sent Lara and Jor-El to their knees, but their gazes never wavered.

"My son, live..."

"Live…" Lara breathed. "Live well, my son. Live well in your new home…"

The pod vanished from sight as the ground opened up, swallowing Jor-El and Lara.

.

The pod accelerated away from Krypton, its speed increasing as it broke free of the atmosphere and raced away from its home planet. Behind it, Krypton seemed to shudder and shake before its surface started to crack and shatter, the molten rock beneath exploding outwards, swallowing up entire cities without trace and causing the continents to sink below the surface.

As the graviton plants which had caused the disaster were engulfed, the micro-discontinuities that transformed the energy of the gravitational potential into usable energy destabilised and inverted, creating brief points of hyper-gravity acting outwards, sending powerful shockwaves through the core of Krypton while hurling megatons of lava through the skys and blasting the atmosphere away into the vacuum of space.

As the pod's FTL drive opened up a warp-vortex, Krypton exploded, sending solid and molten rock outwards. From the core itself, twisted and compressed into normally-unstable elements and molecules by the shockwaves and variable gravetics, never-before-seen glowing rocks emerged and were propelled by the transformation of matter and energy into a localised inverse-gravitational field, hurling them out so fast that they soo overtook the debris that had once been the surface of the planet.

The energy shields of the pod deflected the glowing rocks that would otherwise have destroyed it, but many more passed by and of those, a small but significant percentage were sucked into the vortex that the pod was traversing. A moment later, the vortex winked out of existence and the only thing left of Krypton was an expanding asteroid field.

.

On a distant world, a young bald man looked round, his gaze disturbed.

"Are you all right, Charles? What's wrong?"

"I felt a great disturbance, Eric… as if millions of voices suddenly cried out in terror and were suddenly silenced. I fear something terrible has happened."

For several moments, both men were silent, then the seated one spoke again.

"Eric, whatever happened… it was far away. Far, far away, but I still felt it."

"China?"

"Further." Charles said, slowly. "The distance involved… the thoughts… I could feel their emotions, but their thoughts were so different… I could not understand them. Not at all. Whoever they were, wherever they were… they are gone. Eric, I felt them die… an entire race…"

Eric turned his gaze up to the skies, absently rubbing his left forearm as he did so.

"Charles… if you truly felt a race die… does that mean that we are truly alone in the universe? Would there be others out there?"

"I… don't know, Eric. I just don't know."


	2. Foundation

**Chapter One**

Foundations

.

"Professor?"

"Scott, welcome. How was your journey?"

Scott grinned at the bald man waiting at the front door of the large mansion, then he climbed out of his car. Pausing only to lock the corvette, he strode up to the front door and shook the proffered hand.

"The journey was fine, professor. Nice place."

"Thank you, I have high hopes for what it will become." Charles replied, turning his wheelchair round and re-entering the mansion. Scott walked by his side, looking round curiously as they moved through the entrance hall.

"You might be interested to know that Ororo Munroe has agreed to join us." Charles said. "She will act as my deputy here, overseeing the students. Jean Grey will also be joining us, I expect you both to act as senior students and help the others."

"Of course."

"Logan will also be joining us."

Scott froze, his expression a curious mix of horror and disbelief.

"Logan? As in Wolverine? Mr Kill-you-in-training-while-laughing? Mr I'm-the-best-at-what-I-do-and-what-I-do-isn't-nice? He's coming _here_?"

"As a teacher, yes." Charles confirmed, hiding a smile at the horrified expression of the sunglasses-wearing teenager. "He's going to be our physical-exercise and self-defence tutor."

Scott flinched. "When…"

"Oh, not for quite some time. He's out doing some recon for me,plus there were a few things that he wished to see to before taking up his position here." Charles replied. "Now, let me finish showing you around, there is far more to this mansion that what you saw on your way here…"

.

"…and here is the library." Xavier said. Scott looked round at the book-lined room and nodded slowly as he walked round, one hand lightly drifting across the spines of the shelved books..

"That's quite a lot of books. Physics… psychology… geography… history… Mills & Boon?"

"…what?"

Xavier rolled over and stared at the books, before sighing.

"Logan. Not funny, old friend."

"_Logan_ did this?" Scott asked, shock evident on his face.

"I asked him to stock the library. He grumbled that he wasn't a librarian… I guess this is his way of taking revenge. I'll have to place those books in storage, or relocate them into the restricted library. And then I'll have to check all the books to see what else he snuck in while I was dealing with other things."

"Logan did this?"

"Yes, Scott. Now come on, I still have more to show you."

Scott followed him out of the library, still shaking his head in disbelief.

"Mills & Boon?"

.

"So, what is your opinion? Library-books notwithstanding, that is."

Scott paused, then lowered his mug of coffee back down to the table.

"I'm impressed." He admitted. "When you first approached me and asked me to help, I didn't expect something like this. The rooms up here alone are good, but the ones below? And the SR-77 Blackbird, I _so_ have to learn to fly that. My only real concern is that once we get more students, it'll get rather hard to keep them in line. With only you, Ororo and Logan as teachers…"

"By the time that happens, I should have been able to locate more to help us." Xavier said. "Perhaps even that…"

Scott looked quizzically at him as he trailed off.

"Something I should know about, Professor?"

For several moments, Xavier didn't move, then he sighed, took a sip of tea and set down the china cup into its saucer.

"You know that until several years ago, Magneto and I were close friends and allies, at least until he decided to pursue his 'Mutant Superiority' movement?"

Scott nodded.

"Almost four decades ago, while Magneto was simply Eric Lensherr, before I became Professor X, I felt… something. An odd, terrifying feeling, as if millions of beings had died uncountable light-years away, yet I felt their terror and fear."

Once again, Xavier paused, obviously collecting his thoughts and Scott waited.

"Four, almost five years ago, I felt something similar, but here, on Earth. A single… a single beacon of unimaginable power. Moving. Not human, I couldn't read its thoughts, but… whatever it was, it wasn't hostile. I could sense that much…"

"A mutant?"

"If it was, it was no sort I've ever encountered before." Xavier mused. "But the amount of power I sensed… I have never encountered anything with so much of it. Even Cain could not match this being. I tried to find it, using Cerebro, but it was too strong, and then it suddenly… vanished. As if it had never been. Several times since, it has appeared, only to vanish once again…"

Scott's eyebrows rose above his glasses and Xavier smiled wryly.

"No Scott, I didn't imagine it. And I didn't imagine it back then either. But it scares me… what would happen if Magneto managed to find that mutant, persuade him or her to join in his movement… with as much power as I detected… it is quite possible that he could rule the world."

"That is… hard to believe." Scott managed.

"The person I detected has more power than any mutant… any _dozen_ mutants I know of." Xavier said softly. "Cerebro couldn't work out its power, it was as if its power was in flux… or if it had _many_ powers. Yet I haven't come across a single mutant with more than two powers, and most only have a single power."

"How many did this mutant have?" Scott asked and Xavier looked thoughtful.

"I don't know, Scott. At least four. Maybe more than that. That much power in a single individual… Should Magneto learn of this person…"

Scott shuddered.

"We need to find him or her!"

"I know." Xavier said softly. "I have Cerebro set to alert me should this person reappear. I just hope I can locate them before Eric does…"

Both men looked at each other, then Xavier sighed.

"Until that day, I need to prepare. As do you. I managed to have some goggles created for you, perhaps we should test them out. The Danger Room needs to be tested as well…"

Scott grinned.

.

The target popped up and promptly flew backwards as the beam of red light impacted on it. Scott spun round and another blast lanced out from his goggles, smashing into a turret, causing it to stop tracking.

"Not bad, Cyclops." Xavier said from the monitoring room, looking down at the black-clad teen with a proud smile.

Scott didn't bother to respond s he unleashed a volley of blasts at a trio of mechanical tentacles, forcing them back, then he dashd through the created gap and punched the final target.

"Simulation three concluded." The computer-generated voice said emotionlessly. "Total score, seven-hundred and forty-three out of one thousand. New personal best."

Scott smirked in triumph as he looked up at the transparent walls of the control pod.

"That was fun!"

"That was very impressive, Scott." Xavier said, his smile broadening.

"How did Logan do on this one?"

"Logan got eight-hundred and sixty-two on this one, but he helped to program the scenario and has more combat experience." Xavier replied, glancing at the control panel in front of him. "Seven forty-three on the first attempt, I am very impressed."

"Better than I did on my first time." A voice said from behind him and Xavier turned with a smile.

"Storm, welcome back. How was your trip?"

"My sister was very happy to see me again, as was my nephew." Storm replied with a smile, nodding to Scott. "I also got to talk to Jean, she'll be coming next week."

"Excellent." Xavier said as the doors opened to reveal an exhausted but happy Scott.

"The goggles work then?" Storm enquired and Scott nodded.

"Yep, the ruby interior absorbs my blasts, and the visor itself flips open whenever I push this button, allowing me to fire at will."

"We are still working on ways to fine-tune the beam." Xavier said. "Changing how much the visor opens is currently rather promising. We have a second visor with that modification under construction in the workshop."

"Nice." Storm said appreciatively.

"I agree." Scott smiled. "It'll be far better than the all-or-nothing that I currently have. Being able to adjust, if even only slightly, my power when I use it? Fantastic."

"Sounds like a good idea." Storm said, turning to follow Charles as he moved towards the lift. "So, have you found any students yet, Charles?"

"Cerebro recently detected one in Germany, I contacted his family and he'll be here in a couple of weeks." Charles said. "He's a teleporter, his name is Kurt Wagner. I'm working on a holographic inducer for him so that he can go into public places without causing panic."

Scott gave him an odd look. "He has a physical mutation too?"

"He does." Charles confirmed. "He's a physical enhancile with teleportation capabilities, a dual-power mutant. Physically,he has blue fur, tridactyl hands and feet as well as a tail, his agility is amazing. I believe that his childhood with the Munich State Circus helped him consideraby in that area of his development. As for his teleportation… I don't currently have many details about how it works, only that it does and that Kurt is quite adept with it."

"Interesting." Scott mused. "Sounds like he'll be a real asset should the X-men project prove viable."

"I have high hopes for that." Charles said. "I know that Eric is seeking out powerful mutants to recruit to his cause and I occasionally fear that only my X-men will be able to stand between him and the devastation that his path inevitably leads to."

All three mutants exchanged sober glances, then a beeping noise sounded.

"Professor?"

Charles glanced down at a small screen inset in the arm of his wheelchair and his eyebrows rose.

"I set Cerebro to automatically scan for the signature of the being, Cerebro has detected it, and it looks like the filters have worked. Cerebro has a location!"

"Being?" Storm asked as Scott nodded in understanding.

"Professor, may I suggest we pick up Logan? If this being is as powerful as you believe…"

"An excellent idea." Xavier said. "Come on, we should depart now. Cerebro will provide us with the location of this being."

"What being?" Storm asked as Xavier and Scott moved towards the Hangar bay. "Can I have an answer?"

.

"Chuck. I wasn't expecting to see you for at least another week." Logan said as he wheeled his bike up the ramp and placed it into the storage hold.

"I'm sorry, old friend, but something came up and we might need your skills."

"So you found _him_, then."

Logan dropped into the pilots seat as Scott helped Xavier into one of the passenger seats. Waiting just long enough for Scott to strap himself into the co-pilot's seat, he applied power to the engines, redirecting the thrust to raise the Blackbird into the air.

"So, Chuck, where are we heading?"

"The being is headed due north, I'm re-routing the data to your secondary display now."

"And I thought your brother was the only enhanced mutant around." Logan groused as they were pushed back into their seats by the Blackbird's acceleration.

"I think the person we're after may be more than that." Xavier said slowly. "The energy levels I detected were… out of this world."

"We're after someone stronger than Juggernaut?" Storm asked, worry evident in her voice. "Professor, are you sure this is wise?"

"Would you want to risk Magneto getting his hands on someone that powerful?" Xavier countered. Storm blinked, then swallowed nervously. "No, that would be… very bad."

"Hopefully we can persuade whoever this person is to join us." Xavier said. "Failing that, we can at least warn them about Magneto."

"Sure you don't want me to… _persuade_ him to join?" Logan growled, extending his claws for emphasis. Xavier shook his head firmly.

"No, Logan. I feel that trying something like that would be a very bad idea. We have no idea of his power level or even how many powers he may have. For all we know, he could be an Omega-level mutant, and if he is…"

Xavier trailed off and Logan nodded unwillingly. "Yeah, if he is, we may be outmatched. Damn, Chuck, you never go after the easy targets, do you?"

"But where would be the fun in that?" Scott asked, causing Logan to briefly grin.


	3. Family

**Chapter Two**

Family

.

"Clark!"

"Mom!"

The tall, black-Haired young man scooped up the woman and spun her round, giving her a gentle hug and a kiss on the cheek as she hugged him back with an intensity that would have caused any observer to conclude that his ribs were in danger of being broken. After a moment, he gently lowered her to the floor and she stepped back, holding him at arms length as she looked at him in the dawnlight.

"You're looking too thin, Clark. You need to eat more. It's been too long."

Clark grinned as he gave his mother a quick kiss on the cheek and followed her back into the farmhouse.

"It's good to see you agan." Martha continued. "How long will you be staying this time?"

"I've finally finished my kryptonian education, mom." Clark said with a smile as they walked through to the kitchen. "The Fortress still contains lots for me to learn, but I've learned all the basics and now the Fortress is mine."

Martha guided her son to a chair and pushed him into it, then switched on the kettle.

"It's good that you're back." Martha smiled. "You didn't call nearly enough the last four years."

"I was kind of busy." Clark protested with a laugh. "But mum, I _know_! I know where I came from, how you and dad found me. Who my birth-parents were."

Martha's expression froze slightly and Clark rose, wrapping her in his arms.

"I said my _birth_-parents, mom. You and dad were the ones who took me in, raised me, taught me. You accepted me even though how you found me showed that I wasn't human, despite my looks. You and dad _are_ and always will be my true parents."

Martha smiled and leaned her head against her son's shoulder.

"Sorry for being so emotional, Clark."

Clark grinned. "During my education in the Fortress, I came across a piece of poetry that I think described best how you and dad saw me."

Martha looked up at him and Clark started to quote.

"_Not flesh of my flesh nor bone of my bone_

_But still miraculously my own_

_Never forget for a single minute_

_You didn't grow under my heart, but in it."_

Martha smiled, her eyes brimming with tears. "That's… that's it exactly, Clark. That's it exactly."

For a moment, neither moved, enjoying the presence of a loved one that had been away for too long, then the kettle whistled and Martha pushed Clark back to the chair.

"Black, no sugar?"

"Thanks mom." Clark grinned as Martha poured water into a cup emblazoned with _'To A Super Son'_. A moment later, the cup was in front of him and Martha was sat across from him, a cup held in her hands.

"I heard about several of your escapades, Clark." She teased. "You made the news saving that cruise ship, and as for that plane that you caught…"

Clark blushed. "I was trying to keep a low profile."

"Oh, there weren't any photos," Martha quickly reassured him, "But you already have a nickname."

"Superman." Clark sighed before taking a sip of his coffee. "How they came up with that…"

"Apparently you have a nice _S_." Martha giggled.

"MOM!"

"What?" Martha asked innocently. "Several people you rescued said you wore the letter S on your chest."

Clark shook his head. "It's the crest of the House of El, mother. It just happens to _look_ like an S."

"As I said." Martha giggled. "A nice S."

Clark gave her a gimlet stare and she put her cup down before her laughter caused her to drop it. "Oh, son, you are so easy to tease."

Clark shook his head and smiled.

"So." Martha continued. "Tell me about this Fortress of yours, what is it like?"

"Why tell when I can show it to you?" Clark asked with a smile. "I brought along a transport pod, I can simply fly you up there and you can see for yourself. It's amazing!"

"You can?" Martha gasped. "Well, we'll go after lunch. You need to eat, you're getting too skinny!"

Clark burst into laughter.

.

"Is it safe?"

Clark nodded as he effortlessly placed the windowed container on the ground, opening it to reveal the padded interior with grab handles.

"It's safe, mom. You get in, I strap it to my back and fly to the Fortress. It's got full life-support capabilities and a communicator connected to the one in my ear, so we can talk on the way."

Martha frowned at the container, then sighed. "Alright. Help me in."

Clark helped his mother to get comfortable, then he closed the lid and lifted the container, strapping it to his back.

"Alright in there?"

"Doing fine." Martha said, looking round. "So, shall we….woah!"

Clark smoothly ascended into the air, then accelerated northwards, being careful not to accelerate too quickly. Within moments, his speed stabilised as the earth unrolled far underneath them.

"Is… is it always this beautiful?" Martha asked, looking down over her son's shoulder. Clark nodded.

"Everything seems so small from up here." Martha marvelled. "How fast are we going?"

"Just below the speed of sound." Clark said, glancing round to ensure that no aircraft were nearby. "I can go faster, lots faster, but the turbulence would be… a bit of a problem."

"How fast can you go?"

"I've managed to fly at mach four, almost mach five at the same height as most fast planes." Clark said as he adjusted course slightly. "That would be about… four and a half thousand kilometers per hour."

A low whistle of amazement was his only answer and Clark smiled.

"It's quite tiring to fly at that speed, though. Smashing through the sound barrier like that… it creates something called the Prandtl-Glauer singularity, it's a… a compressed sphere of vapour created and trapped in the shockwave created by flying so fast. Going that fast does, however, let me get from Chicago to LA in less than an hour."

"And how long will it take to get to the Fortress?" Martha asked after a couple of moments.

"At this speed, a couple of hours or more." Clark admitted. "I'm going to get more altitude, it'll let me fly faster without worrying about turbulence. You may want to get a nap."

"Maybe later." Martha smiled. "For now, I think I'll enjoy the view. This is amazing!"

.

"There it is."

Martha looked ahead, eyes squinting as she fought to see their destination against the snowy background. For a few seconds, it didn't register, then her eyes widened in shock.

"What is… that?"

"The Kryptonians called it a Class Six Embassy." Clark explaned as he angled down towards the giant structure. "It was the largest of the Embassy modules once deployed from its dimensional storage pocket."

Martha remained silent, her gaze transfixed by the kilometer-wide crystalline structure with its pentagonal roof and angled sides emblazoned with the crest of the House of El. As they approached, she saw that the corners were doorways.

"Is that…"

"All the sides, the top and the base are pentagonal and slightly convex." Clark said as he flew bare meters above the snow, the Fortress now looming ahead of them. "It's the best compromise between strength, internal volume and defensive potential. Almost half of the Fortress is currently underground, its hydrogen and oxygen tanks are both full and readyfor use."

"Amazing…" Martha breathed as a doorway opened ahead of them and they flew through into a wide hallway. Clark landed and unstrapped the pod, lowering it onto the floor and opening it so that she could step out.

"Welcome to the Fortress, mom." Clark smiled as Martha craned her head, trying to take in as much of the room as possible. "Fortress, this is my mother, Martha Kent. Please add her to the list of registered users, full access."

"Welcome Martha Kent." A feminine voice said. "You are recognised. Welcome to Embassy Six-El-Nine, known as the Fortress."

"Thank you." Martha managed, holding tightly to her son's arm. "Clark…?"

"Let me give you the tour." Clark said, scooping her up into his arm and gliding towards the inner door. "The Fortress is a self-contained environmental spheroid with several fully-automated machine shops and an extensive library…"

.

"So, are there any other Embassies stored here?" Martha asked, taking an appreciative sip of the coffee that Clark had handed her. Clark shook his head.

"No. It is impossible to store a dimensionally-stored object inside another dimensional pocket. The result is an explosive destabilisation of both dimensional pockets and the destruction of the stored items. In addition, the energy needed to create said dimensional pocket and store the object in a way that allows for retreival is… heh... _astronomical_. The Fortress is one of only twelve Class-six Embassies that Krypton had available."

Martha nodded, taking another sip and motioning for him to continue.

"The Fortress contains several vehicles , but since most vehicles used dimensional power-cores as opposed to superconductive capacitors, it doesn't have any of the larger vehicles available. It does have the plans for them, as well as the dimansional cores, so I can build them if needed."

"How is this placed powered?" Martha asked. "If it needs dimensional power cores…"

"It uses a Hyper Tap." Clark grinned. "At the center of the Embassy is the Power Core. The Core taps into the trans-dimensional quantum-state known as T-space and uses the reality differential between T-space and realspace to generate the power that the Embassy needs."

Martha blinked.

"I barely understand it myself." Clark shrugged. "The important thing is that it works. By Kryptonian standards, it's old, proven technology. The Fortress can create a power surplass equivalent to seven nuclear power stations even when at full internal usage. The only downside is that having too many Hyper Taps in close proximity causes them all to destabilise and deactivate. At most, we can only have maybe fourteen Hyper Taps on Earth before they become too numerous to remain stable. That's one of the reasons why Krypton went for the Graviton plants, and thus why Krypton is no more."

For seversal moments, the room was silent, then Clark shook himself.

"Anyway, the Fortress is pretty much self-sufficient. I've brought in plenty of plants for the hydroponics areas, so food isn't a problem, especially with the remotes. I've also flown a couple of satellites into orbit, so I have full access to the internet, phones, even all the tv and radio channels, although I've sold some of the valuable metals stockpiled here and taken out full subscriptions to all the main networks. I didn't _need _to given the decryption capabilities here, but…"

Clark shrugged and Martha laughed in understanding.

"I raised you honest, Clark. Good to know you can't be tempted by free tv."

Clark grinned back at her.

"So, you're using this place as a base for all your missions?"

"I am." Clark confirmed. "With the Fortress scanning for emergencies that the local people cannot deal with, it allows me to go to where I am most needed."

"You've been doing a lot of good out there." Martha smiled. "You're becoming rather famous."

Clark sighed. "I don't do it for the fame, mom. I don't _want_ the fame. Goodness knows that I _try_ to keep a low profile…"

"In your shiny blue and red outfit with the wonderful _S_." Martha interjected mischievously.

"It's a Kryptonian Steller Defence Corps ceremonial uniform." Clark half-protested. "I wear it to honour my birthplanet, as the last son of Krypton, if I don't remember them, who will?"

Martha nodded understandingly. "I'm sure your parents would be proud of you."

"I hope Dad is, and that you are." Clark said and Martha smiled as the simple declaration showed the depths of his love.

"I meant your birth-parents, but thank you." Martha said, blinking away the tears that threatened to leak out. "You know I'd be proud of you whatever you did and I'm sure that wherever John is, he's looking down at us both and smiling."

"Thanks mom." Clark whispered, catching her free hand in his. "I…"

An insistent beeping noise sounded and Clark frowned, his gaze darting to a small display near the door.

"What is it?"

"A plane, incoming." Clark said with a frown, standing up.

.

"What _is_ this place?"

Martha's question seemed to echo through the cavernous, cathedral-like room as she followed her son to a raised dias set in the middle. Arranged round the bowl-shaped room were dozens of crystalline consoles, many of them glowing faintly and projecting holographic displays for the people who should have been sat there, but weren't.

"This is Central Control." Clark said, stepping onto the dias and pausing to offer his mother a hand up. "From here, the most secure and well-fortified room in the Fortress, I can control everything. Computer, display incoming craft and scan occupants."

Martha gasped as an image rippled into view just above head-height, an image surrounded by several labels written in Kryptonian runes. A moment later, the image changed, becoming a wireframe schematic with various systems flashing in sequence.

"A Blackbird SR-77… I thought that it had never got past the prototype stage…" Clark mused. "Four life-signs… all X-gene positive?"

"What does that mean?" Martha asked, worry evident in her voice.

"What it means is that we have a quartet of mutants visiting us." Clark smiled. "The plane is unarmed, so they're probably not hostile, I'll turn on the landing lights and see what they want. I'll wear a com-link and set it up so that you can watch from here."

"Forget it." Martha snapped. "I'm going with you. You are _not_ meeting them alone!"

Clark managed not to sigh and simply nodded. He knew that there was no way that he was going to win _this_ arguament.

Not even Superman could win every battle.


	4. Revelations

_Marvel and DC own all rights to characters etc._

_Any original ideas may indeed by mine, but may be used by anyone without reservation._

_._

**Chapter Three**

Revelations

.

Clark stood in the doorway of the Fortress, his enhanced vision easily picking out the shape of the approaching plane. Beside him, clad in a quickly-unpackaged insulating coverall, Martha followed his gaze.

"That's quite a plane. I've never seen anything like it before."

The howling turbines of the descending plane echoed across the snowscape as the wheels touched down amongst the thrust-created blizzard of displaced snow. After a moment, the plane settled and the howling turbines wound down. A long moment passed, then a ramp lowered and several figured descended, including one in a wheelchair. As the approached, Clark smiled at them.

"Hello, nice to have visitors. Unless, of course, you're searching for Santa, in which case, you may wish to try the North Pole itself."

The figures paused and Clark's hearing caught their quick conversation.

"Chuck, the lady smells human but the man, he smells… different. He don't smell human. At all."

"Interesting, I can't read him, his mind is… it's there, but it's too different. I cannot understand any of the thoughts in it. His mind moves too fast and in ways I cannot follow…"

"Professor, I cannot hold the warm air for much longer, we should ask him if we can talk inside his… whatever it is."

"Agreed, Storm. Scott?"

The visored male identified as Scott nodded and started to push the wheelchair through the low drifts of snow. When the reached the cleared area, the bald man in the wheelchair spoke.

"Greetings. My name is Charles Xavier. I would like to introduce my students Ororo Munroe, also called Storm and Scott Summers, also called Cyclops. This is my colleague Logan, known also as Wolverine. If it is not too much trouble, may I talk with you?"

"Since you came this far, please enter." Clark said. "I have arranged for refreshments, should you need them."

"Thank you." Xavier said and Clark waved them inside. As the visitors filed in, Clark smiled at his mother, who nodded back at him.

"This way, who wants tea and who wants coffee?"

"Tea would be lovely, Mrs…?"

"Kent, Martha Kent." Martha smiled as they entered the room that Clark had arranged for the meeting. "Everyone, please be seated and state your preference for tea and coffee.

"Tea please." "Coffee, black." "A white coffee, please, Mrs Kent."

Martha nodded and looked up. The four visitors followed her gaze and several eyes widened as a floating drone descended, pausing before each person and offering a cup of the requested beverage. "Please, be seated."

Xavier hid his amusement as Logan stared suspiciously at one of the floating chairs before gingerly placing his weight on it. Scott and Ororo didn't hesitate and their host took position opposite them.

"Welcome to the Fortress. I am Clark Kent, this is my mother Martha."

"Thank you for you kind greeting, Mr Kent." Xavier said calmly. "I expect you are wondering why we are here."

"And how you knew where to find me." Clark added, accepting the proffered cup of coffee from the drone. Xavier nodded.

"Mr Kent…"

"Clark, please."

"Clark, then. Several years ago using a special system I call Cerebro, I detected your power signature. It was like nothing else I have ever encountered before,but it seemed to vanish without trace, leaving me with no clue as to where you were. It was only recently, after I had upgraded Cerebro significantly, was I able to trace you."

Clark nodded, leaning back slightly in his chair. "That is the how. I assume you want something from me?"

"I do, if you will let me explain." Charles said calmly. "I am in the process of establishing a special institute at Bayville for those who have special gifts. Mutants who have experienced hatred and fear caused by their abilities, who wish for nothing more than to live peaceful lives, free of fear and bigotry. At the institute, all mutants who seek peace are welcome to live and to train in controlling and using their powers."

"And you came here intending to offer me a place?" Clark asked. At Xavier's confirming nod, he smiled wryly. "That might be a problem. You see, I'm not a mutant."

"You're not?" Scott asked in shock, then he glanced apologetically to Xavier. Clark shook his head.

"I'm not. Oh, I have powers, but I'm no mutant."

"I don't understand." Ororo said. "Charles said that he could not read you, so you have mental powers at the very least, but how are you not a mutant?"

"Simple." Clark said, enjoying the confusion of the quartet. "I'm an alien."

"Figures." Logan grunted even as Scott and Ororo stared in shock. "You don't smell human. I assume your mother adopted you?"

"As a baby." Martha confirmed. "He was really cute, Jonathon and I took him in and raised him. We hid the pod he came in until Clark was old enough to be told where he came from."

"My original homeworld was the planet Krypton." Clark said. "I was sent to Earth by my birth-parents just before Krypton was destroyed. They sent as much as they could with me, to help me once I grew up. The Fortress, the information residing within… historical records from Krypton."

"You're Superman!" Ororo gasped, staring at his chest and the emblazoned S. Xavier blinked.

"That is what the public have named me me, yes." Clark confirmed resignedly, "But my birth name was Kal-El, last son of the House of El."

"I… see." Xavier mused. "My offer still stands, despite your… revelation. All those who seek peace and refuge from bigotry and intoloerance are welcome at the institute, mutant, alien or enhancile."

"And if I join…? Would I have to stop saving people?"

"You have managed to keep a suprisingly low profile." Xavier said with a wry smile. "Despite your… outfit. And given how old you are… may I offer a teaching position, like Ororo? Depending on your powers, you may be a great asset, a great teacher for young mutants who are still seeking to learn control."

"Depending on my powers?" Clark repeated. "I guess you are curious about them."

Xavier nodded and Martha smirked as she pulled out a small camera.

"My powers." Clark said, his eyes sparkling with amusement. "I'm almost indestructible, have super strength, can fly at speeds of mach four, have heat vision, x-ray vision, microscopic and telescopic sight, photographic and eidetic memory, cryogenic breath, super breath, lightspeed reflexes, super-speed and super hearing."

Scott, Ororo and Logan all looked as if someone had hit them round the back of the head with a sandbag. Xavier was also staring at Clark, but his expression was more controlled.

Martha grinned as she finished taking pictures and returned the camera to her pocket.

"That is… quite an array of powers." Xavier said after a moment. "you have more powers than any six mutants I am aware of. I assume that you have… good control over all your gifts?"

Clark nodded.

After a long, silent moment, Xavier spoke again. "Are you interested in helping people with gifts of their own in learning to control them? With your powers and what I've observed about you, you would be a truly amazing mentor for those who fear their on powers."

Clark stared at him measuringly, then nodded slowly.

"I accept, but with certain conditions."

Xavier motioned for him to continue.

"First, You will allow me to relocate the Fortress closer to your Institute. I will choose where it goes and see to the relocation myself. Don't worry, I shall ensure that it is somewhere hidden."

"Agreed."

"Second," Clark said, glancing at Martha and getting a nod in return, "My mother is given a similar offer. I refuse to leave her alone again as I had to do while learning to control my abilities, and I feel that being in a social situation would be a good thing."

Xavier nodded and turned to Martha. "Mrs Kent, your presence at the Institute would be more than welcome."

"Even though I have no powers?" Martha asked and Xavier nodded.

"While my Institute is primarily for those with gifts, all who seak peace are welcome. I would be honoured if you join us."

"Finally, you will not try to stop me from providing aid as I have been doing." Clark finished.

"Of course." Xavier said instantly. "You are, despite your low profile, quite a hero and an excellent example to mutants, using your powers to aid others. If anything, I would ask you to help train the students I expect to have in how to use their powers to a similar end."

"Then we have a deal?"

"We have a deal, Mr Kent." Xavier said, rolling his chair forwards and offering his hand. "I look forwards to working alongside you."

Clark rose, stepped forwards and took the proffered hand, shaking it.

"Likewise, Professor."

"Then may I offer you a tour of the Institute when it's convenient for you?"

.

"…and this is the kitchen." Storm said, leading Martha through the door. Martha looked round at the gleaming work surfaces, the various devices, the extensive cupboards and extended hob, a smile on her face.

"I think I've just found my favourite room." Martha said with a small laugh.

"You can cook?" Storm asked and from behind his mother, Clark laughed.

"Oh, mom's the best cook in the world. I have yet to have a meal from her I did't love, she can even make _sprouts_ taste good!"

Martha elbowed Clark as Storm stared at her. "Oh, hush you."

"You're a good cook?"

"I enjoy cooking." Martha shrugged. "I'll be happy to teach anyone who wants to learn how to cook."

"Mom's quadruple-chocolate cake is the best thing ever." Clark interjected, only for Martha to elbow him again. "Seriously, it's the first thing she makes when breaking in a new kitchen. Mom, stop elbowing me, you know I'm indestructible, right?"

"You're not too old for a paddling if you keep acting up." Martha shot back before laughing. Storm fought to keep her giggles under control as Clark simply shook his head and looked at them mournfully. After a moment, Martha began moving round the kitchen, opening the cupboards and perusing the contents.

"I've seen this before." Clark whispered to Ororo, just loud enough for Martha to hear as well. "You'd better have a van or something like that ready, she's going to insist on _totally_ restocking everything."

"Clark, hush."

"Yes mom."

Storm leaned against the doorframe, laughing quietly at the loving byplay. After several minutes, Martha pulled a small notepad out of her pocket and began writing on it.

"Well, we'll have to get my stuff from home, you don't have anywhere near enough variety in your spice rack, and you definitely need more saucepans and crockery. More spoons, bowls… another set of scales… but this kitchen has potential. Do you do much cooking, Ororo?"

"Some, yes." Storm said. "I tend to make breakfast and occasionally tea. I don't mind cooking, and the others aren't very good at it."

"Well, I hope you don't mind me helping." Martha said, looking round. "It's been quite a while since I got a chance to cook for anyone other than myself and Clark."

"Well, Charles intends to recruit quite a few students, so…" Storm trailed off and Martha grinned.

"Plenty of healthy appetites, excellent. I'm really going to like it here. Clark, when are you going to move the Fortress?"

"I'll do it tomorrow night." Clark said. "I've managed to get several good scans, and I know just where to hide it once I clear it with the professor, and then I need to reconfigure it slightly."

"Good." Martha said. "I assume your personal quarters will be there?"

"Of course." Clark smiled. "Where else?"

"I thought so." Martha huffed. "Well, at least we won't have to worry about blackouts in the middle of preparing a meal."

"Mom, it was only once! And it was an accident!" Clark protested. Storm raised her brows quizzically.

"Clark had just learned he could fly." Martha began, grinning widely as Clark placed his hand over his eyes and started to shake his head. "He already knew that he was indestructible, but he forgot that not everything else is, and he was still somewhat unsteady. When he was flying, he failed to notice that he was getting too close to the power cable…"

.

Logan stared at the sight in front of him, eyes wide. Beside him, Xavier leaned back in his wheelchair, an amused smile indicating his opinion of his friends reaction.

"Impressive, isn't it?" he asked as another cloud of dust fountained upwards.

"…he …the …wha …"

"Amazing." Storm breathed, staring upwards at the hovering shape eclipsing the stars.

"Apparently he used every single lifting device in the Fortress to accomplish this." Martha noted. "At least you now have a large basement."

"Remind me to thank Clark for his idea of connecting the Fortress' systems to the Mansion." Xavier said quietly and Scott nodded. "And moving Cerebro itself into the Fortress was inspired. I can barely wait to see how incorporating kryptonian technology improves its performance."

"I still don't believe it." Scott sighed. "We have an alien fortress being emplaced beneath the mansion."

"Yeah, but Flyboy offered to upgrade the mansion's security once the Fortress is settled and the mansion replaced." Logan growled. "I've seen what he's offering, the mansion'll be the most secure place on earth."

"Oh?"

"Energy shields, holographic overlays to hide power usage, capture fields, energy beams…" Logan smirked. "Slim, we just entered the big leagues."

"It just… worries me." Scott admitted. "I know that Clark can be trusted and he's very powerful, but it still worries me. What if we become too dependent on him?"

"I wouldn't worry so much." Martha said, her voice showing that she understood his concerns. "Clark knows that he can't do everything, and Jonathon and I taught him about letting others choose their own path. Like us, he prefers to let people win for themselves, rather than just do everything for them."

"And then there's training room." Logan continued, his expression gleeful. "He let me try it out, makes the old Danger Room look like a kiddy play area. Full-immersion holograms, attack drones, reconfigurable interior… Cyc, he's uploaded several avionics training programmes, you can learn to fly the Blackbird in there."

"Nice." Scott nodded as the shadow looming over them started to drift sideways. "Is he putting the mansion back?"

"Looks like it's nearly done." Xavier confirmed. "The main part, anyway. We'll still need to connect everything, but when it's done…"

"When it's done, we'll have the best secret base in the world." Scott grinned.

"I just hope he's aligned the hanger correctly." Logan muttered. "I need to get the 'bird hidden as soon as I can, then I'm off again for a bit. Still got a few things left to do."

"Of course." Xavier said, watching the hovering mansion began to slowly descend. "Speaking of which, I wonder if I should ask him if he can upgrade the Blackbird too?"


	5. New Recruit

**Chapter Four**

New Recruit

.

The crowd roared in approval as Duncan Matthews, the lead player of the Bayville Football Team, slammed past the intercepting quarterback and sprinted down the pitch, diving over the line and scoring a split-second before the final whistle blew. At the Home end of the pitch, Jean led the cheerleaders in a rousing celebratory dance.

From his seat on the bleachers, Scott sighed, his gaze transfixed by Jean's grace and joyful expression, then a flicker of motion caught his attention. Turning slightly, he blinked as he saw a hand retreating through the gap between the row of seats, a wallet held in it's grasp.

"What the…?"

Getting to his feet, Scott edged towards the stairs, mumbling apologies as he did so, then moved to the back of the bleachers. Glancing round to check that everyone's attention was still on the pitch and the celebrating players, he dropped down to the ground and turned to face the pickpocket.

"Todd Polanski."

"Aaah! It wasn't me, I didn't do anything!"

Scott stalked over to the shorter slightly-hunchbacked boy, ignoring his aroma that indicated a rather disturbing lack of personal hygeine, and grapped the wallet from Todd's hand. A quick glance to the side showed him a bag with several other wallets dropped into it.

"Stealing?"

"Hey!" Todd protested. "Some of us don't live in fancy houses, ya know? I do what I have to do. Haven't eaten all day."

Scott sighed and waved his hand to shoo away a fly that was circling them. "There are other ways to survive than stealing, Todd."

"Hmph." Todd snorted as he turned away. "Not like they'll miss it, those rich gits. Always picking on the little guy, them and their superior attitude…"

"Todd!"

"Ahhhh!"

Scott sighed at Todd's actions. "Todd, you're coming with… what?"

Todd glared down at him from above and Scott raised an eyebrow. "How did you… you're a mutant?"

"Hey, just because I can jump doesn't make me a mutant… hey, lunch!"

Before Scott could react, Todd's tongue lashed out, extended over a meter and impacting on the circling fly, dragging it back to his mouth. "Mmmm, delish. What?"

Scott stared at him for a moment, then rubbed at his forehead.

"Enhanced jumping and a long tongue. You're a frog-type mutant."

"That's _toad_." Todd growled, dropping back down to the ground, landing on all fours. "And what do _you_ know about mutants, anyway?"

"Aside from the fact that I am one?" Scott smirked. "Quite a bit, actually."

Todd stared at him, eyes widening. "Woah! You're a mutie too? What's your power?"

"Optic blasts."

"Uhhhh, wha'?"

Scott sighed. "I fire lasers from my eyes."

"Cooo_ooooo_oool."

"Sometimes it's more trouble than it's worth." Scott said, "but that's for another time. For now, we're returning those wallets."

"Hey, I found them fair and square!" Todd protested.

"And _we're_ taking them fair and square." Another voice snickered. Scott turned.

"Duncan."

"Scott. Why you hanging around with this loser, when there's cool guys like me around. Oh yeah, nerds like you _can't_ hang around cool guys like me, right guys?"

The three teens flanking Duncan laughed at his comment and Duncan raided his fists.

"I think the thieving toad needs to be squashed. And shades, get out of the way."

"No. I won't let you do this."

"Like you can stop us." Duncan sneered as he stepped forwards and fired a right-hook at Scott. Mentally thanking Logan for his lessons (although he'd rather die than admit it out loud), Scott blocked the punch and delivered a jab to Duncan's lower torso. Duncan staggered back, gasping.

"Get… him…"

"Ummmm, seeya!" Todd gasped as he spun and sprinted off into the gathering darkness. An instant later, his voice sounded again. "Woah! 'scuse me, lady, running away!"

Distracted, Scott barely dodged the incoming punch, then he grabbed the boy attempting to tackle him, throwing him away, straightening up just in time for a third punch to impact, spinning him round…

…and sending his sunglasses flying.

In the split-second before he could close his eyes, energy lanced from his eyes into the ground, the shockwave of the resulting explosion sending his attackers flying.

"Scott?"

"Jean!" Scott gasped. "My glasses…!"

"Hang on." He heard. "Here they are, what happened?"

Feeling the glasses being slipped over his face, Scott reached up to ensure they were in place and intact before carefully opening his eyes.

"I was defending a mutant from these four, but my glasses got knocked off. Jean…"

"I know." Jean said, frowning in concentration. A moment later, a gas cannister drifted over and Jean placed it near the crater, then looked over at the limp bodies. "Okay, I'm removing their memories of the encounter now, couldn't do this if they were awake… and since Pete here smokes, I can place a new memory in of his cigarette igniting a leaking gas cylinder… done. Okay, You get back to the mansion and tell the prof what happened, I'll make sure everything's fine here and I'll get those wallets back to their rightful owners."

Scott nodded and glanced over at Duncan, envy briefly twisting inside him, then he turned and walked off. After a few moments, he stopped, sniffed and looked round.

"Todd?"

"I'm here. Howja know?"

"Never mind." Scott sighed. "Listen, you know the Xavier institute? If you want a safe place that welcomes mutants, head there."

Todd looked at him. "Meh, I'll think about it."

"In the meantime," Scott said, holding out a few dollars, "Get some food."

"Thanks!" Todd grinned, taking the money. "Maybe I'll drop by, see what it's like."

Scott shook his head as Todd vanished again. "Why do I not see this going well?"

.

The train slowed to a halt in the station and people started to debark.

"So." Clark said, looking down the length of the train. "Blue fur and a tail, right?"

"Indeed." Xavier replied. "I can sense him on the train…"

"Found him, he's having trouble with his luggage." Clark smiled. "I'll go help him and bring him back here."

Striding off, Clark entered the train and walked up to a short figure wearing a thick hooded coat, long trousers and a scarf wrapped round his face.

"Kurt Wagner?"

"Ja?" the boy said nervously.

"Clark Kent, Xavier institute." Clark smiled at him. "Let me help."

Accepting the handles of the two large suitcases, Clark lifted them effortlessly.

"Voah!" Kurt gasped. "Zose are veally heavy! How you do zat?"

"Super strength." Clark grinned. "Come on, the professor's waiting."

Kurt half-trotted to keep up with him as Clark walked back to where Xavier was waiting. "Kurt Wagner, this is Professor Charles Xavier. Professor, Kurt Wagner."

"It's an honour to finally meet you, Kurt." Xavier smiled. "Once we get to the institute, we'll get you settled in and Clark can give you the tour."

"Zhank you." Kurt said quietly.

.

"Welcome to the Institute, Kurt." Xavier said as Clark lifted him out of the passenger seat and into his wheelchair. "I hope you…"

Kurt looked at him curiously as Xavier paused, then sighed. "Jean just told me about a problem that has come up, I need to talk to Scott and Jean about it when they return. Clark, can you get Kurt settled in and show him around the mansion?"

"Sure." Clark shrugged as he retreived the suitcases, nudging the door to the van closed as he did so. "Come on, Kurt, let's get your stuff to your room and don't worry, I've seen your picture."

Kurt nodded and slowly lowered his hood, revealing his pointed ears, then unwrapped the scarf.

"You… you aren't scared ov me?"

"It takes a lot more than pointed ears and blue fur to worry me, Kurt." Clark grinned. "If you have any questions, feel free to ask."

"How long have you lived here?" Kurt asked, looking round as they ascended the stairs.

"Only a few days." Clark smiled. "I'm one of the assistant instructors here."

"Vhat are your powers?"

"I can fly, am almost invulnerable, super strong… stuff like that." Clark replied. "Means that should any student have problems controlling their powers, I can help them without worrying about being hurt. I hear that you have several powers and abilities."

"Ja. I can teleport and I can climb almozt anyzhing." Kurt said. "I vas part of zhe Munich Ztate Zircus, zhe amazink Nightcvawler!"

"Good codename, Nightcrawler." Clark said, pausing as he edged open a door. "Okay, this is your room. If you want it redecorated, ask me, the professor or any other member of staff, except Logan. In the box is a custom training outfit for you, if you want to change its design, speak to me about it. I'll wait outside."

Clark backed out of the room and Kurt moved to the bed, opening the box resting on it. Pulling out the mainly-black bodysuit, his eyes widened.

"Voah!"

.

"You like it?" Clark asked as Kurt emerged from his room. "We based it on your old circus outfit."

"Like? I love!" Kurt exulted, looking down at his red-and-black outfit. "It fits perfectly! Vhat is zis fabric?"

"Same one as my outfit is made from, it's very damage-resistant." Clark smiled. "Now, let me give you the tour and introduce the other people here."

.

"…and this is the kitchen and dining area." Clark said as he walked through the door.

"Vhat is zat _delightful_ smell?" Kurt asked and a pleased laugh sounded.

"You must be Kurt, welcome to the institute. I'm Martha, Clark's mother."

"Guten evenink, fraulein." Kurt said and Martha smiled.

"You're just in time, I've been doing some cooking. Do you want to try one?"

Clark took a cookie from the proffered tray and bit into it eagerly. Kurt also took one and nibbled it, then sighed in bliss.

"Oh, zis iz zhe best cookie I haf ever tasted! Zis iz… it iz perfect!"

"Thank you."

"If I may azk, vhat iz your power?"

"Oh, I'm just a normal human." Martha laughed. "No powers at all."

"If you make cookies like zis, you muzt have a power, unt a gveat one at zat!"

"Thank you for the compliment, Kurt." Martha smiled as Clark fought down his laughter. "Have another cookie, I made loads."

"Zhank you kindly!"

.

"…and you should be more careful next time, Scott." Xavier said as the door opened to reveal Clark and Kurt.

"Come on, Professor, I'm packing a bazooka behind each eyeball!" Scott protested.

"A bazooka?" Kurt repeated and both Scott and Jean turned to look at him. Kurt shuffled self-consciously, then looked up when Clark placed a reassuring hand on his shoulder.

"Scott Summers, Jean Grey, this is our newest student, Kurt Wagner, codenamed Nightcrawler. He's a teleporter. Kurt, these are Jean and Scott. Jean is a telekinetic with secondary telepathic powers, Scott, codenamed Cyclops, projects optic blasts, but needs special glasses or goggles to control them. Guys, I've already introduced him to mom and Storm."

"Martha makes zhe best cookies in zhe vorld." Kurt sighed.

"She made cookies?" Jean said, perking up and Clark pulled his other hand out from behind him, revealing a small platter of cookies. Almost instantly, one rocketed off the plate and into Jean's hand. Charles grinned as Jean bit into the cookie and sighed with pleasure.

"So, have you made a decision, Kurt?" Xavier asked and Kurt nodded.

"I vould like to stay, but my… appearance…"

"Yes, I thought that might be seen as a problem." Charles said, pulling out a small box. "I came up with the idea and the prototype, but Clark rebuilt it so that it works better. Please, put this on."

Kurt took the box and opened it, revealing a watch. Giving Charles a curious look, he placed it on his wrist.

"Now vhat?"

"Just turn the surround clockwise a quarter-turn. The watch is keyed to you, so you're the only one who can do it, you don't need to worry about catching the watch on something and accidently deactivating it."

Kurt followed the instructions and gasped as his hand seemed to change into a human hand. Looking up, he found a mirror and stared into it.

"I'm… normal! How?"

"It's a holographic overlay, an image transducer." Xavier explained. "We based your new appearance on that of your parents. The watch can hold the image for just over a year before needing to recharge and as you grow, the image will change to reflect that."

Kurt nodded, his eyes filling with tears of joy as he lifted his hands up and examined them. "I… I can valk in public now… go shopping for new ztuff… zhank you!"

"You're welcome." Charles replied. "Now, I believe that Mrs Kent has prepared a meal for us, and I for one refuse to let it go to waste. Shall we?"

Jean quickly finished her third cookie and raced through the doorway, Scott a bare meter behind her as Clark started laughing. Kurt looked round in confusion.

"Vhat just happened?"

.

"No vhay! You're veally Superman!?"

Clark nodded as he took another serving of potatoes, then some more vegetables, ignoring his mother as she quickly took a picture of Kurt's flabbergasted expression.

"Oh, zhis iz cooler zen I thought possible! I haf Superman as my teacher!"

"One of your teachers, yes." Clark nodded. "You'll be attending Bayville High as well. Changing the subject, Scott, the newest visor is almost complete, we can test it out tomorrow."

"Excellent." Scott said with a smile."It'll be good to have a visor that I can trigger without having to tap a button."

Kurt looked up with a smile as Martha refilled his plate.

"You need to eat more." She half-scolded. "You're a growing lad."

"Zhank you!"

"You're welcome, now eat up."

Kurt nodded his thanks even as he applied himself to his refilled plate.

"Out of interest," Clark said, putting his glass back down, "When is Logan due to return?"

"Another day or so." Xavier said, looking up from his depleted meal. "He wants another round with you."

"Oh, I _have_ to see that." Scott snickered. "I just wish I could sell tickets."

Kurt glanced round, confused and Ororo took pity on him.

"Logan is our physical fitness and combat skills instructor. He keeps trying new ways of defeating Clark, but Clark is just too powerful. Logan's claws can't even scratch him."

"To be fair, I can't break his bones, so we can both go further than we can against anyone else." Clark said with a shrug. "It's good training for both of us. For me, it's learning how to block and dodge. For Logan… he said something about someone named Juggernaut."

"I see." Xavier said slowly. "And until now I thought that he was simply irritated at losing. I'll have to apologise to him once he returns."


	6. Encounters

_Author's Note – I don't own anything that Marvel and DC created._

_Several chapters that I have planned are being created as plot anchors for future use. For a better explanation, look in TVTropes for the phrase "Chekov's Gun". I hope to use a few of them, but I may end up with "Chekov's Armoury"._

_._

**Chapter Five**

Encounters

.

The moon illuminated a green-clad figure clad in home-made armour leaping over the fence. The shadow cast in the moonlight resembled a frog or toad and pale green eyes scanned the area.

"So, let's have a look round this institute, hm?" Todd Polanski muttered to himself, unaware that every move he made was being tracked with newly-installed sensors. "Shades said they welcomed mutants, let's see what they're like, and if there's anything worth taking."

.

The hidden control room far below the mansion showed Todd's progress, while other screens displayed diagnostic data of him gathered by the scanners. Charles tilted his head slightly as he scanned the flowing text.

"Interesting, super-strength and enhanced reflexes, but primarily in the lower torso and legs. Boosted acceleration resistance, slightly increased damage resistance… a definite prospect for recruitment."

"Shame about his hygeine." Scott said from behind him.

"_Storm to Professor X."_ a voice said over the communicator. _"I am almost in position."_

"Excellent. It looks like he's entering the front door now… is that Kurt?"

"Looks like it." Scott agreed, leaning closer to the screen. "I wonder where he's headed?"

.

"Woah! Elf!"

"Elf?" Kurt repeated, shocked and insulted by the new arrival. "Vhat do you mean, elf?"

"Blue elf!" Todd yelped, pointing.

"Zhe name iz _Nightcvawler_." Kurt growled. "Who are you, unt vhy do you ztink so bad?"

.

Scott shook his head. "This isn't going to go well. If only Clark was here."

"He's currently dealing with a sinking ferry in Australia." Xavier sighed. "And with Jean still out with Duncan Matthews and Martha not having any powers… Scott, you'd better head up and try to calm things down."

"On it." Scott said, heading for the lift.

.

Todd slammed into the wall, barely missing his irritating opponant but dislodging a picture that dropped to the ground.

"Hold still so I can clobber you!"

"Vhat, you zhink I'm stupid?" Kurt retorted, somersaulting over Todd's head and landing on the balcony. "All I vhanted vas a cookie or two, but vith your reek, I don't zhink I could stand to face any food soon. You reek vorse zan unvashed lederhosen!"

Todd growled and leapt at Kurt again, only for Kurt to drop off the balcony and leap down the hallway. Snarling with rage, Todd sprang after him, not caring how much damage he did just so long as he managed to hurt the blue-skinned elf who was taunting him. As the duo re-emerged into the hallway, Todd found himself crashing into the wall as Kurt vanished in a cloud of black, sulphurous smoke.

"Aarg!" Todd shouted, his frustration evident. "That's it, I'm outta here! This place is too freaky!"

Kurt dropped down from the chandelier as Todd vanished out the doors, then he turned as someone walked up behind him.

"Scott! I'm in trouble now, ja?"

"No." Scott said. "I don't think Todd would have fitted in, his temper's far too short. Where were you going?"

"Kitchen." Kurt grinned. "Fraulein Martha let me help her make zome cookies earlier!"

Scott grinned in understanding.

"Well then, I see no problem with a late-night snack." Scott said. "Let's go."

.

"Freaks! Flippin' freaks!" Todd panted as he raced towards the fence. A moment later, he froze, staring first at the shadow in front of him, then up at the white-haired black-clad lady floating in the air, illuminated by the moonlight.

"Ah man, this isn't my day." He winged, then he turned and leapt into the underbrush. Spotting the gate, he sprinted through it and collided with what felt like a brick wall. Shaking his head to clear it, he opened his eyes and his gaze was transfixed by the trio of blades extending from the knuckles of the growling man stood before him.

"Logan, let him go."

Logan growled, then stepped to one side. Moving lowly, so as to not antagonise him, Todd moved away from him, then turned and scampered down the road.

"Storm, who was that… and why did he _stink_ so bad?"

"That was Todd Polanski." Ororo replied, landing softly beside him. "Currently homeless student at Bayville High and a mutant. Welcome back, Logan. Martha made cookies."

Logan grinned as he clambered onto his bike and kicked it into life.

.

"Milk?"

"Milk unt cookies? Fraulein, you are amazhing!"

"I second that motion." Scott said with a smile. "I swear, these taste better each time."

"You'd better have left some for me." A familiar voice growled from the kitchen door. "Martha."

"Logan." Martha smiled. "Milk and cookies?"

Logan accepted the proffered cookie and bit into it, ignoring Scott's gobsmacked expression. Opening his eyes, he glared at the younger man. "What ya starin' at, bub?"

"Logan, you know the rules." Martha said firmly and Logan sighed.

"Sorry, Martha."

Scott and Kurt both turned in an move so synchronised that it couldn't have been rehearsed, their astounded gazes coming to rest on Martha, who shrugged.

"What?"

"How… Logan… you… wha?" Scott finally managed as Logan bit into his second cookie.

"Simple, kid." Logan said. "The kitchen is Martha's domain, and if I don't show respect, I don't get no cookies."

Scott and Kurt stared at Logan, their minds almost unable to process the information. Logan took a sip of his milk and snagged a third cookie, taking a bite and closing his eyes as he savoured the taste.

"Welcome back, Logan." Charles said from behind them.

"Chuck." Logan said. "Who's the elf?"

"It's been an interesting couple of days." Charles said, accepting a cookie with a grateful nod. "First, let me introduce you to our newest student…"

.

"Todd Polanski."

Todd tripped and sprawled on the ground, almost hyperventilating as the cold voice spoke from the shadows.

"Todd Polanski, you have potential." The looming figure said. As it stepped into the light, Todd's throat seemed to dry and his vocal cords refused to respond. The yellow-eyed, blue-skinned lady gave a cold smile.

"Yes, you have potential, Todd Polanski. I am Mystique and you shall be the first member of the Brotherhood. Come with me and I shall show you to your new home."

Swallowing nervously, Todd rose to his feet and followed her.

.

"Kurt? Kurt!"

"Vive more minutes?" Kurt moaned, batting weakly at the hand shaking his shoulder.

"Wake up, Kurt. It's your first day of school, remember?"

Kurt's eyes slammed open and he almost hurled himself out ofbed, only to be snagged out of the air and gently lowered to the ground.

"Here are some towels, go get a shower." Clark smiled. "I've got a few things to pick up in town, so I'll be driving you in."

"School!" Kurt exhulted, then he froze. "But… vhat if zhey don't like me?"

"You'll do fine." Clark said reassuringly. "Now, I'd advise getting a shower now, then breakfast."

"Ah! Ja!" Kurt half-shouted. "A Martha Kent breakfast! Gone!"

Clark waved his hand to help dissipate the cloud of smoke, then sighed and walked out of the room and down the corridor. Pausing briefly, he knocked on a door.

"Ja?"

"No teleporting _inside_ the mansion except for emergencies, remember?"

"Mizzing Fraulein Martha's cooking _iz_ an emergency!" Kurt shot back and Clark grinned.

"I'll let it slide _this_ time, but next time, just run."

"Ja."

.

"How do I look?"

Clark gave Kurt a quick up-and-down glance. "Looks good, the inducer seems to be working correctly and I see you've figured out the mirror controls to get new looks."

Kurt nodded and climbed into the passenger seat of the black van. As Clark started the engine, Kurt spoke.

"I'm zcared, Clark. Zis is ze first time…"

"You'll be fine." Clark said reassuringly as they pulled out of the garage. "You performed in the circus, yes? Think of this as just another type of performance."

"Anozzer performance." Kurt repeated. "Yes, I zhink I can do zat."

"And you'll do it well." Clark added. "Can't be worse than playing to a full tent, can it?"

"Zhank you." Kurt said softly.

"It's what I'm here for, remember?" Clark gently teased. "Calm down, I know it's a big deal for you, but it'll be easier if you don't panic."

"But what if my inducer…"

"Your inducer is made from Kryptonian technology. It has _five_ separate backup systems should something happen. It won't fail. As long as you refrain from teleporting, you'll be fine."

Kurt nodded, his gaze fixed on the landscape passing by.

"If you need me, tap the watch face four times quickly and I'll be there as soon as I can." Clark added.

"Zhank you. Zhat makes me feel lots better." Kurt said gratefully. "Zho, do you know vhat zhis school iz like?"

"Not a clue." Clark admitted, "Although I have memorised its maps and schematics. I'll escort you to the principles office, then to your first class. If you want, I'll even pick you up afterwards, although Scott and Jean are more than happy to give you a lift back."

"Zhank you." Kurt said gratefully. "I appreciate it."

.

"Welcome to Bayville High school." Said the dark-haired woman, a professional smile on her face as she shook Clark's hand. "I am Principle Darkholme, may I assume that this is Kurt Wagner?"

"Yes, ma'am." Clark smiled as he released her hand. "I'm Clark Kent, a mentor at the Xavier Institute."

"I see."Darkholme said, one eyebrow slightly raised quizzically. "Anyway, thank you for forwarding the test results so promptly, it made it easy to assign classes."

"Anything to help, ma'am." Clark smiled back, and Kurt hid a frown. Something was… off.

"Here is your timetable, Mr Wagner." Darkholme said, handing Kurt a folded sheet of paper. Kurt opened it and scanned the timetable, then looked up as a second piece of paper was passed to him.

"And here is a map of the school. Your assigned locker and its combination are on the map."

"Tank you again." Clark smiled. "I know that you are very busy, so with your permission, I'll help Kurt put his stuff away and escort him to the first class."

"As you wish." Darkholme sid. "Mr Wagner, I hope that you enjoy it here and that you do well in your lessons."

"Zhank you, ma'am." Kurt managed and Darkholme nodded and walked off. Kurt watched her go, then glanced up at Clark.

"Vhat iz it?"

"She's a mutant." Clark said slowly. Her heartbeat is… strange."

"Zhe's a mutant as vhell?" Kurt asked. "Voah, Bayville is zhe bezt!"

Clark shrugged and scooped up the bag of books and school equipment from by his feet.

"Come on, Kurt. Let's get your locker filled and you to your first class."

"Zhank you."

"You're welcome."

.

Clark knocked on the door and the noise behind it dropped. A moment later, the door opened and a man looked out.

"Mr Snyder?" Clark asked politely. At the man's nod, Clark continued. "I'm Clark Kent and this is Kurt Wagner, he's new to Bayville and according to his timetable, this is his first class. Kurt?"

"Hello, sir." Kurt said quietly as Clark gently but firmly pushed him forwards. Snyder nodded and motioned for him to enter. Kurt nervously stepped forwards and swallowed as everyone stared at him.

"Class." Mr Snyder said, "This is your newest classmate, Kurt Wagner."

"An honour to meet you all." Kurt managed to say and the class seemed to explode with shouted greetings and questions. After a moment, Snyder held up his hand for silence. "Since this is Kurt's first day…"

"I'll help, sir!" a dark-skinned girl said, her hand raised. Snyder nodded.

"Alright. Mr Wagner, please take a seat and unpack your books."

"Yes sir." Kurt managed and he made his way to the empty desk by the girl. As he sat down, she smiled at him.

"Welcome to Bayville. I'm Amanda Sefton. You have a really cute accent, you know?"

Kurt felt his cheeks heat, but he couldn't hold his smile back. "Zhank you."

Clark grinned and retreated from the doorway, closing it quietly as he left so as to not interrupt the class any further.

.

"Are you certain?"

"Completely." Clark said, staring out of the window. "I don't think you quite understand how good my senses are, sir. I can hear the heartbeats of everyone in the institute, I can even identify them by how they sound."

"And Darkholme's heartbeat…"

"She didn't have one." Clark sighed. "Her entire body was… undefined. I used my x-ray vision and my microscopic vision on her… she's definitely a mutant. I'm not entirely sure what her power is. Assuming of course that she is really a she."

"Odd that Cerebro hasn't picked her up." Xavier mused, nodding his thanks as Martha placed a cup of tea in front of him. "Undefined…"

"Almost like it wasn't entirely fixed." Clark mused.

"_Mystique_." Charles realised.

"Who?"

"She's a shapeshifter, and one who has learned to shield her thoughts." Xavier said. "She's allied to Magneto, although what she is doing here…"

"Magneto knows about this place, yes?" Storm asked from her chair and Xavier nodded slowly.

"Yes, she's a perfect infiltration specialist, but now that we know she's in Bayville…"

"I got a set of bio-readings from her." Clark said, pulling a small device out of his shirt pocket. "With your permission, I'll set the alarms to warn us if she ever sets foot into the mansion grounds. Heck, I might be able to set it up to track her, find out who she meets with."

"Bio-readings?" Logan asked, one brow raised and Clark nodded.

"Kryptonian med-tech is very advanced."

Logan froze, then lowered his bottle of beer.

"Kid… we need to talk. Now."


	7. Revival

**Chapter Six**

Revival

.

The door to the room opened and two black-clad figures entered, pausing on the threshold.

"No pressure pads near the entrance, although there's a light-web half-way down. Looks like the installers didn't do a good job, it only covers the lower half of the room."

"They haven't had to worry about anything happening here for decades." The shorter figure growled. "This place is so highly-classified that even the President would have a hard time finding out about it."

"Do you think he'll join us?"

The shorter figure shook his head. "He already has a cause. Or had. Once we get this done, he'll be grateful, but he'll want to return to what he sees as his duty. He'll do his best to help us, though. I'm an old friend of his, and you… you and him are a _lot_ alike."

The taller figure nodded, then returned his attention to the large container in the middle of the room, his blue eyes seeming to glow slightly.

"Looks like the systems are well-mantained. If we disconnect it, the backups will keep going for two hours or so."

"Is that enough time?"

"Plenty. With the upgrades to the Blackbird, we'll be able to get him to the medbay with at least an hour to spare."

The shorter figure nodded and clenched its fist, causing three blades to extend through its glove.

"Alright flyboy, let's do this. I have a promise to keep."

.

The agents stood aside as a tall, eyepatch-wearing black man stormed in through the doorway and halted, glaring at the area where a container had once been. After a long, silent moment, he turned to the senior operative.

"Report."

"Yes, Director the information we've collected, the installation was infiltrated by two meta-powered individuals, probably mutants. One of them was totally bulletproof, even an RPG failed to have an effect on him, while the second is believed to be the man once known as Weapon X."

Fury glanced at the wall, where a trio of gashes indicated that something had sliced through the steel.

"Yes sir." The Agent said, having followed his glance. "The spacing and number of gashes corresponds almost exactly to other damage known to have been caused by Weapon X."

"So, what happened?"

"From the partial records that survived the assault, and interviews with the soldiers, it seems that the two attackers fought their way through the entire base, disabling but not injuring or killing the soldiers assigned here, except for a few bruises and one twisted ankle, that is. Once all the soldiers had been accounted for, they forced their way into the secure room and removed the Cryogenic Chamber. We have no idea where they took it."

"Logan's linked to the Xavier Institute, but they don't have the technology there to revive Rogers, I'd know if they did." Fury mused. "Yet Logan would never do anything that would put his friend's health at risk… something new has been added."

"Sir?"

"Logan must have made contact with someone he believes can not only revive Rogers, but stabilise his condition." Fury mused. "Not even Doctor Doom could do that, and I know that Logan hasn't gone anywhere near Tony Stark or Reed Richards… Dammit Logan, what are you doing? Can you really bring him back? And if so, how?"

.

"Are you _sure_ that you can bring him back?" Logan asked as Clark carefully examined the readouts of the frozen man in the custom-made crystalline chamber.

"Bringing him back isn't the problem. I've had the computer download, analyse and compile every single known fact about the human body, and I ran several scans on Scott, Jean and Ororo with their permission in order to check the accuracy of the combined data. I can even reverse the neural degradation caused by freezing process. The real problem is the process they used to enhance his body. I'm still analysing the effects to try and find out what went wrong."

"The Supersoldier serum." Logan nodded. "I've searched for years, as has Fury, but neither of us have been able to find out what it was. It died with its creator."

Clark nodded slowly. "I see. Well, I can try to apply certain Kryptonian medical techniques that should help. I know what a baseline human body should be like and from what you've told me, the serum enhanced him to almost off-the-scale for a normal human. If it fails, I'll keep him in stasis, but I believe I can revive him. According to the computer, there's better than a ninety percent chance of full recovery."

Logan seemed to sag in relief. "Ninety percent? Hell, Steve and I used to smash through thousand-to-one against odds. Ninety percent, that means he'll make it."

Clark smiled and carefully didn't contradict him.

.

"Logan, we need to talk."

Logan froze, then slumped. "Sure, Chuck. What's up?"

"I was hoping to ask _you_ that." Xavier said, moving towards his office, Logan following him. "Both you and Mr Kent seem to have a project which is taking up quite a bit of your time. Normally, this would not be much of a concern to me, since anything that brings you closer to the rest of the team would undoubtably be a good thing, but then I received a query from a certain Nick Fury, asking about someone who I do not recognise."

Logan slumped into one of the chairs in front of Xavier's desk.

"Shoulda known ol' Nick would have tracked me down. He's asking about Rogers, right?"

"Steve Rogers." Xavier confirmed. "He thinks that you may have brought him here, but I said I have seen no sign of him in the mansion."

"And he brought that?" Logan asked, leaning forwards, his eyes wide with shock. "Wow, I guess all that stealth stuff flyboy installed worked. Heh, looks like SHIELD don't know about our expanded basement."

"Although somewhat reassuring, that is not the issue here." Xavier pointed out and Logan leaned back with a smile.

"Flyboy and I retreived Rogers, he's one of the few things I can remember from before my awakening fifteen years ago. Me and him fought alongside each other in WWII, he was backed up by the Howling Commandoes. It as before I got my metal bones, you understand."

"Please, tell me more." Xavier invited.

"Steve was the only success in the Supersoldier project." Logan said. "There would have been more, but a German spy killed the scientist in charge, and he hadn't written down any notes on the formulae in an attempt to stop the Nazis stealing it. Meant that Steve was _it_.

"However, the formulae turned out to be… flawed. Sure, it boosted him hugely, but his body couldn't handle it. After a year, it started breaking down. That's when they assigned the Howling Commandoes to back him up. They were a tough lot, multinational, led by the youngest sergeant in the army, Fury. His second was Corporal "Dum Dum" Dugan, the others were privates Cohen, Jones, Manelli, Rebel Ralston, Junior Juniper, Pinky Pinkerton and Keonig. All brave men, each with their own specialities."

"I've heard of the Howling Commandoes, a unit assigned to SHIELD." Xavier interrupted and Logan nodded.

"Yeah, that's the second group, the powered ones. I'm talking about the originals. I ran a few missions alongside them during the War. Eventually, me and Steve had to take part in a raid. Several of them, during the closing months of the war. With our abilities, we would hold onto a specially-modified fighter and be dropped into prison camps. No parachutes. We'd attack from within while the Howling Commandoes led the assault from outside. We took several camps that way. Saved hundreds of people."

"Including Eric." Xavier nodded. "He told me, he was about to be shot, along with a dozen others, when you landed on the SS trooper. Made quite an impression on him."

"Yeah. We did good work. But we found out that the Army command was trying to create a new Supersoldier serum. One that was nowhere near as effective and which would instantly kill half of those who took it. So Steve and I raided the lab and destroyed all the research, but it was Steve's last battle. We knew he was dying, so… we used some of the technology on the base and froze him, hoping that a cure could be found one day. Nick called in several hundred favours, had Steve transferred to the Howling Commandoes HQ, and from there to a secret location. Only a dozen people ever knew where that location was, and most were assigned to keep watch, not knowing what they were guarding."

"And when you found out about the medical technology Clark had brought from Krypton, you thought it could be used to bring him back?"

"Pretty much, yeah." Logan nodded. "Steve's a real patriot, but he's no bigot. He knew about my healing factor and bone claws, yet he accepted me. He won't join our team, but having him back will mean that your dream is a step closer. He's a paragon, like flyboy. The world needs him, Chuck. Trust me."

For several moments, both men were silent, then Xavier nodded. "Very well, Logan. I'll run interference for you on this. How long will you need?"

Before Logan could answer, his communicator beeped and Clark's triumphant voice sounded.

"_Logan, he's waking up!"_

.

The blond man groaned and slowly opened his eyes, fighting to adjust to the clear yet dim light that nevertheless seemed too bright. For a moment, all he could see was shapeless colour and blurred movement, then the world seemed to resolve and he found himself looking up into eyes bluer than his own.

"Good morning, you've been asleep for quite some time. Do you remember who you are?"

"Rogers, Steven. Captain, US Army, serial number…"

"Alright." The other man interrupted, smiling. "You know who you are, excellent. Welcome back, captain Rogers, I am Kal-El, known as Superman, and I read about your exploits as a child. You were my hero growing up and I am honoured to have been one of the two who helped revive you. Perhaps you know this man?"

Steve rolled his head and his eyes widened as an unshaven, smiling face appeared.

"Hey, bub. How ya feeling?"

"Logan?"

"Welcome back, bub." Logan smirked. "I kept my promise, you're fixed right up."

"But… how?"

"Can't tell ya, Fury will want to know, and it's secret." Logan said. "Fury's still around, that emergency transfusion you gave him just before our last mission slowed his aging. Didn't do a thing for his eye, though. He'll be happy you're back. He's got your shield. As for where we are…"

"We're in the Fortress of Solitude." Clark said, causing Steve to turn to look at him again. "It's very well hidden, you can search all of Antarctica and you won't be able to find it. For now, we need to check that you're back to full fitness, then we'll take you to Washington. Logan tells me that you're likely to re-enlist."

"Fury's still alive?"

"Yeah, and he's just as patriotic as you are." Logan smirked. "Runs SHIELD, don't ask me what it stands for…"

"Strategic Homeland Intervention, Enforcement and Logistics Division." Clark interjected, earning a glare from Logan.

"What flyboy said. I'm sure he'll find a role for you there, he's tried to recruit me several times for something called the Avengers Initiative. I think you'll do brilliantly in it."

"This is… quite a bit to take in." Steve said slowly.

"Well, I got your outfit ready, had to get it repaired, but it's good to wear." Logan said, pulling up a duffel bag and dropping it just beside Steve. "So, you get up, washed and dressed, then we get on the plane and I tell you what you missed while flyboy takes us to Washington. I'll send a message to Fury and he'll meet us there."

"I'll prep the plane and leave you two old-timers to moan." Clark joked as he left. Steve stared at him, then turned his gaze to Logan, who was shaking his head.

"Damn brat's invincible. Can't even stab him successfully, and the bloody kid knows it. So, while you're getting your togs on, what did you wanna know?"

.

The entire city of Washington seemed to grind to a halt as the aircraft rippled into view, swooping low as it curved round, lowering itself into a perfect landing just in front of the Washington monument, its wings raising as it descended to allow the landing gear to touch the ground.

"Sir, radar can't get a lock on that thing." One of the agents surrounding Fury reported. "It's as if it's… invisible. No radar signature, optical cloaking better than that of the helicarrier… and reduced thermal signature. Whatever that plane is, it's far beyond _anything_ the USAF have."

"It looks like it's a highly modified SR-77 with different wings and an extra engine, I'd heard one existed, but couldn't find out who owned it." Fury said almost calmly as a ramp opened. A moment later, his breath caught as a heartbreakingly familiar figure descended, clad in a blue bodysuit with red boots and gloves, with red and white vertical stripes around his torso.

"Cap…?"

"Nick? That you?"

Ignoring his agents, Nick fury walked forwards, his pace increasing until both men almost slammed into each other, grabbing and hugging each other before stepping back. Fury's vision swam as his eye filled with tears.

"Cap… I… How?"

"Logan, that crazy canadian." Steve grinned, glancing back at the plane which had retracted its ramp and was ascending, rippling out of visibility as it did so. "He called in quite a few favours, Nick, bringing me back. Him and his friend, Superman."

Fury stared at him. "You… you've _met_ Superman?!"

"I guess I'm due a full debriefing." Steve chuckled. "I was told by Logan to tell you that he's found his replacement for your planned team."

Fury laughed. "Damn canuck sure did. Your shield is at headquarters. What say we go and get it for you?"

"Sounds like a plan to me." Steve smiled.

.

"That's one heck of a tale." Fury said, sipping at his coffee. Steve nodded.

"Yep, I wouldn't have believed it if I hadn't lived through it. My medical file is there," and Steve nodded at the folder that he'd placed on the desk at the start of the debriefing, "and from what I've been told, I'm back to peak condition, and this time, I'm not going to keel over."

"We'll have to run some tests," Fury said, "But may I be the first to say welcome back, and welcome to the Avenger Initiative."

"It's good to be back, sir." Rogers smiled. "It's good to be back."


	8. Phased

_Author's Note – I do not own any of the characters features. Marvel and DC do._

_Thank you for understanding that simple fact._

_._

**Chapter Seven**

Phased

.

"…and with the return of one of America's greatest heroes, back from the dead, the whole world waits in wonder. Who is this Superman who has resurrected the embodiment of the American Ideal?"

"I knew he was real!" Kathryn Pryde squealed, staring at the tv and missing the amused looks that her parents were giving each other. "I just _knew_ that Superman was real!"

"Yes dear." Her father smiled. "He is, now I think you need to go to bed, Kitty, you have school tomorrow, remember?"

Kitty sighed and nodded reluctantly. "Okay, dad. G'night!"

Her parents smiled as she ran up the stairs.

.

Kitty turned over in her bed. In her dreams, she was flying in Superman's strong arms, his crimson cape tracing a trail through the air as they rose through the clouds, then his face twisted in pain and he vanished and Kitty was falling, falling, falling…

Kitty hit the floor with a scream and an instant later she heard her parents running down the stairs.

Wait, _down_ the stairs?

"Kitty, are you alright? What are you doing down here?"

Kitty shivered as her father scooped her up into a reassuring hug.

"I… I dreamed I was falling…"

"Alexander, I… don't think it was a dream." Her mother whispered from the doorway. Both Kitty and Alex followed her gaze up to the ceiling…

…where the blanket Kitty had been sleeping under was dangling, embedded in the ceiling as if it had somehow dropped half-way through before getting stuck.

"Dad…" Kitty whimpered. "I'm scared. What's happening to me?"

.

"Clark? I have a mission, if you don't mind." Xavier said. Clark looked up from his breakfast, then his hand moved and grabbed Kurt's wrist before he could relieve him of his pancakes.

"Kurt Wagner, sit back down." Martha half-scolded. "All you needed to do was just ask."

Kurt grinned as Martha set another stack of pancakes in front of him. "Zhanks, Fraulein Martha!"

"Anyway." Xavier resumed, ignoring the byplay. "Last night Cerebro tracked two new mutant signatures in Northbrook, Illinois. One of them is a mid-teen male with seismic induction capabilities, the other a slightly younger female, about Kurt's age, with intangibility capabilities. I was hoping you'd head out there and talk to them. Jean and I will follow in the Blackbird after lunch since she has no lessons this afternoon."

"Not a problem, professor." Clark said, glancing across the table with amusement as Kurt turned pleading eyes to Martha, who smiled and refilled his plate again. "I assume Cerebro is keeping track of their bio-signatures?"

"Of course." Xavier smiled. "Something that would have been impossible before you joined us."

Clark nodded, then his expression changed slightly. "Professor, I was hoping that I could talk to you about something that I was hoping to do regarding the Fortress."

"Fortress?" Kurt asked, his ears twitching. "Vhat Fortress?"

"Well, since you've already lasted a full week and decided to stay, I think it's time you got the _full_ tour and a bit more information." Clark grinned. "You've already been in part of it, the top layer which contains the hangar bay, the danger room, the medical wing… but there's a great deal more that you have yet to see. Finish up and we'll take the main lift down."

.

Kitty reached into her locker, trying hard not to think about what had happened that morning. As she reached for the books she needed for the next perior, she heard an evil laugh, then she was shoved forwards and the locker door slammed behind her, the dial spun to lock it.

"Let me out!" she shouted, banging on the locker door.

"Only if you beg."came a familiar voice and Kitty almost burst into tears. Once again, the Alpha Bitches of the school had decided to pick on her, but she had never done anything to them! Refusing to give in, Kitty threw herself against the locker door as hard as she could, getting a bruised shoulder.

"Please, someone, help!" she cried, then a voice she didn't recognise spoke.

"I'll get you out. What's the combination?"

Kitty rattled off the number and she heard the lock click, then it opened and Kitty gaped at the tall, blue-eyed black-haired man smiling at her.

"Clark Kent, teacher at the Xavier Institute for the Gifted." He smiled, offering his hand to her.

"Katherine Pryde…" Kitty mumbled and Clark smiled, then glanced at something that he was holding in his hand before looking to his right. Kitty craned to see round the locker door and saw the resident bad-boy and troublemaker standing still, eyes wide and a spray-can in his hand.

"Lance?"

"Kitty?"

"Well, this is very convenient." Clark smiled, pocketing the odd device. "Clark Kent, teacher at the Xavier Institute for the gifted, as I told miss Pryde here."

"Lance Alvers…" Lance muttered, looking as if he'd rather be anywhere else. Clark nodded.

"An honour to meet you both. You may not believe this, but I have an offer for you both, given that you both have recently demonstrated some… unusual talents."

Kitty froze. "You mean…"

"Last night for you, yes." Clark confirmed in a reassuring voice. "Yesterday morning for Lance. And before you panic, look at my feet."

Bemused, Kitty looked down and gasped. Clark ws floating a full ten centimeters above the ground! A moment later, he settled back onto the floor.

"As you can see, I have special skills as well." He said. "And I have friends who can help you with yours."

"Hell, no." Lance snarled. "I'm good already, I don't need no floating freak telling _me_ what to do."

Clark watched him storm off, then he turned to Kitty.

"I know how scary it is when you discover that you're different, that you have a power or ability that defies understanding." He said gently."Professor Xavier himself will be coming by this afternoon if you wish to talk to him about getting help in learning to control your power. He is hoping to discuss it with your parents, if that's alright with you."

Kitty nodded and looked down at the card that Clark had placed in her hand.

"If you need someone to talk to, or help of any sort, I can always be reached on that number. Now, may I escort you to your class?"

Kitty nodded and grabbed her books. Closing her locker, she turned and started to run down the corridor, only to stop as Clark placed his hand on her shoulder.

"What?"

"Which classroom is it?"

"306, why? Eeep!"

Clark scooped her up into his arms and Kitty's eyes widened as Clark flew down the corridors into the main entrance hall. Angling his flight-path, they shot up through the hall to the third floor and down the corridor to Kitty's classroom, where Clark touched down as lightly as a professional dancer. Putting her down, he knocked on the door and opened it in response to the teacher's rough "Yes?"

"Miss Pryde was delayed by some sophomores, so I escorted her here to ensure she missed as little of the lesson as possible." Clark said with a disarming smile even as he gently ushered Kitty into the room. "I apologise for interrupting your class and wish you all a good day."

Kitty watched as Clark nodded to her and left, closing the door behind him, then she looked round to see most of the girls, and even a couple of boys, looking starstruck.

"Wow!" one of the girls breathed. "Who _was_ that dreamy hunk? How did you find him?"

"And why would he hang around _you_?" another girl asked spitefully.

"Mr Kent?" Kitty asked rhetorically, her decision crystallising in that instant. "Well, he's going to be one of my new teachers. I've been offered a place at the Xavier Institute for the Gifted."

The entire class seemed to stop breathing and Kitty hid her smirk of triumph as she walked to her seat.

.

Lance stormed down the corridors, his spray-can forgotten in his hand. How dare that intruder stop his fun and how did he know about his new power? Who was that flying…

Lance's thoughts came to a stop as he stormed round the corner and almost collided with the very man in question.

"What do you want?" He snarled.

"Just to talk, Mr Alvers." Clark responded neutrally. "You've recently gained an interesting power. I would like to offer you training in how to use it, maybe even a chance to learn how to help others with it."

"Why?" Lance scoffed. "No-one helped me, why should I help them? This power I've got, it's _mine_ to use as I want."

Clark gave him a disappointed look, then held out a card.

"Take this. If you decide you want help, call the number."

Lance looked at the card, then dropped it on the floor.

"Forget it. I'm not joining any goody-goodies. I have power…"

"And I can offer you more." Another voice purred from behind him. Lance turned round and his eyes widened at the sight of the red-haired blue-skinned woman leaning against the wall.

"I am Mystique, and I can offer you a chance to use that new power of yours." She said. "I can offer you a new home and a position of power on a new team. A _winning_ team."

Lance stared at her, then looked at Clark. "And I suppose you're going to tell me to join your team?"

Clark sighed. "No. You are always welcome at the Institute, but I will not try to pressure you in any way. However, that being said, I urge you to think _carefully_ about this."

"A war is coming." Mystique said. "You are a mutant, like me, like Kent. But while his sort are appeasers and traitors to mutantkind, we know the truth. The mundanes will never accept us mutants, will try to destroy us, so we need to be able to defend ourselves against the ignorant masses. The Brotherhood awaits you, if you wish power."

Lance sneered at Clark. "Hell yeah. See you round, flight-boy."

"See you in Bayville, Mr Alvers." Clark replied and Mystique stared at him, eyes wide with shock.

"How… how…"

Clark smiled and walked away, leaving a confused mutant and a very, very worried one behind.

.

"He knows!" Mystique snapped, her fingers clenching the wheel of her car.

"_Calm yourself, Raven."_ Magneto's voice said from the phone mounted on the dashboard. _"You announced yourself as Mystique and we both know that Charles suspects that I sent you to spy on him and his pathetic Institute. It was undoubtably a lucky guess."_

"Probably." Mystique admitted after a moment. "But he worries me. I've never encountered him before, who is he?"

"His name is Clark Kent, and he can fly." Lance said from the passenger seat. "I saw him hovering, it was how he proved he was a mutant."

"_A flight-capable mutant. Interesting."_ Magneto mused. _"Take no action against him at this time, but continue to gather information. I am sending Sabertooth to provide backup if you need it."_

"Kitty's probably decided to join him." Lance mused.

"_ would be the second mutant whose powers activated, would it? What information do you have?"_

"Katherine Pryde, also known as Kitty. Fourteen. Dark hair. I don't know what her powers are." Lance said almost instantly.

"_Interesting. Please write down everything you remember about her, even the smallest detail will help. I will have one of my assistants do some research as well. You have done well, Raven. Lance, have you chosen your true name, one which reflects who you are and what you can do?"_

Lance grinned. "I shake things up and smash things down. I think Avalanche is a great name."

"_Avalanche it is, then. Welcome to the future, Avalanche. You have joined the winning side."_

"I know." Lance smirked, looking at the envelope of money that Mystique had handed to him so that he could get new clothes. "I know."

.

"Mom, Dad, I'm home!"

"Kitty! How was school?"

"It was great, mom! Hey, this is Clark Kent, he's a mutant like me, but he can _fly_! We talked during lunch and on the way back."

"Your daughter has told me about both of you, Mrs Pryde." Clark said, pausing to shake her hand. "You must be very proud of having such an intelligent daughter."

"Call me Rebecca. Please, come in."

"Thank you." Clark said. "As I told Kitty, my name is Clark Kent and I'm an instructor at the Xavier Institute for the Gifted, a school for those with special powers. Kitty possesses the ability to phase through solid objects. At the Institute, we can help her learn how to control her power to avoid falling through beds and floors," At that, Kitty blushed, "as well as exploring how to use it in a positive way, for herself and those she chooses to help with it."

"Interesting." Alexander said as he entered the room. Clark promptly rose and offered his hand. "So, what's your power?"

"He can fly!" Kitty exclaimed. "He picked me up and flew me back, it was _awesome_!"

"I have several other abilities as well." Clark said with a smile. "For one, I am completely immune to telepathy and we believe that other powers might not affect me."

Kitty frowned and placed her hand on his arm, then pushed. A moment later, she stepped back, looking confused.

"That felt… tingly. Hang on."

As her family and Clark watched, Kitty pushed her arm through a chair, then returned to Clark and pushed against his arm, again failing to do anything.

"I can't phase through you." She said in a confused tone. "I guess you're immune to my powers too."

"Probably." Clark shrugged. "It does mean, though, that if you lose control and start falling, I can hold you up until you regain control."

Alexander sank onto the couch beside his wife. "Mr Kent, apart from using powers, what will Kitty learn if she goes to this… Institute?"

"Most of the students attend Bayville High as well." Clark replied. "At the institute, we teach students how to use their powers ethically and morally. We emphasise protecting others and refraining from violence whenever possible. We also help our students to pursue further education and… excuse me for one a moment."

Clark pulled out the oddly-crystalline device that Kitty had spotted earlier, then nodded.

"Professor Xavier has just arrived. With your permission, I'll let him explain about the Institute."

"Of course." Alexander said.

.

"…wow."

Kitty's exhalation of breath caught Clark's attention and he smiled as they looked at the lean shape of the Blackbird in front of them.

"This is how we are getting to Bayville." Clark smiled. "The SR-77-Enhanced Blackbird. Now, did you have everything you wanted to pack?"

Kitty nodded, then her already-wide eyes seemed to bulge even more as Clark walked past her, carrying her heavy suitcases as if they were empty.

"…how?"

"Multiple powers." Clark smiled os he paused at the bottom of the ramp. "Super strength. You coming?"

Kitty nodded and pausing only to give her parents a farewell hug, sprinted forwards towards her new future.


	9. Introductions

**Chapter Eight**

Introductions

.

"Clark! And you must be Kitty. Welcome to Xavier's."

Kitty smiled at the older woman as they entered the kitchen and accepted a proffered cookie. Biting into it, her eyes widened in pleasure.

"Oh, wow! These are brilliant!"

"Martha's known for her cooking skills." A dark-skinned woman said, taking a cookie for herself. "Ororo Munroe, also known as Storm. I'm one of the tutors here and if you ever need any help of a… feminine nature, Martha or I are the ones to go to."

"I'm giving her the tour of the mansion." Clark said. "I thought that after the journey, a couple of cookies would be just the thing."

Kitty nodded as she finished her first cookie and took a second one.

"Anyway, Kitty, this is my mother, Martha Kent. She isn't a mutant, but is probably the best cook in the world. Mom, this is Katherine Pryde, currently our newest student. And cookie addict, it would seem."

Kitty paused just long enough to stick her tongue out at Clark before taking another cookie from the plate. Martha chuckled.

"So, once Kitty finishes raiding the plate, I'll get back to the tour."

"Do I zmell cookies?"

Kitty gasped as a blue blur leaped past her and grabbed a pair of cookies from the plate, quickly eating one before planting a kiss on Martha's cheek.

"Fraulein Martha, zese are amazhing as always. I don't care vhat you claim, your power iz perfect cooking!"

"Flatterer." Martha teased. "Oh, Kitty, this is Kurt Wagner, another student here. Kurt, this is Kitty."

"Guten morgen." Kurt said with a bow, taking advantage of the movement to grab a third cookie. Kitty relaxed a bit as she heard Clark chuckling.

"Sorry, he gets a bit… intense about mom's cooking."

"Becauze it iz perfect!" Kurt interjected and Martha smiled at him as she handed a glass of milk to him, then one to Kitty. Kurt took a sip, then pouted as Martha took the plate of cookies away from him.

"Fraauuuleeeiiinnnn…."

"You know the rules, Kurt." She scolded affectionately. "It's lunch in an hour and a half, so no more cookies or you'll ruin your appetite."

"Yes Fraulein Martha." Kurt sighed, managing to sound depressed while grinning broadly.

"Well, finish up and we'll continue the tour." Clark said and Kitty took another sip of her milk, relishing how it seemed to amplify the flavouring of the cookie whilst trying to ignore Clark's chuckling.

.

Kitty flopped full-length onto her bed and sighed in repletion. Tea had been just as perfect as lunch and if she didn't want to end up becoming spherical, she probably needed to take up some sort of exercise.

Her thoughts were interrupted by a knocking on her door and she turned her head. "Yes?"

"It's Ororo, may I enter?"

"Sure!" Kitty replied as she pulled herself up into a sitting position. A moment later, the door opened and the white-haired dark-skinned lady entered and glanced round.

"I see you're settling in nicely." Ororo said and Kitty nodded.

"Yeah, this place is amazing! And the internet connection, I ran a test and it's capable of going faster than my computer can actually upload! I mean… wow!"

"You can thank Clark for that." Ororo said. "He has access to some very cutting-edge technology."

"That reminds me." Kitty said. "You're call Storm, Scott is Cyclops, Jean is Miss Marvel, although she prefers not to be called that, Logan is Wolverine, Kurt is Nightcrawler, but what's Clark's name?"

.

Both Clark and Xavier looked up from their chess game as the echo of the yell died away.

"I thought that you'd installed soundproofing in the students dorms?" Xavier asked. Clark shrugged.

"I think that Kitty's door must be open."

Exchanging amused glances, they turned back to their game, with Clark moving his knight to put Charles' white king in check.

.

Ororo slowly removed her hands from her ears as Kitty hid her face in the pillow. After a moment, she tapped the younger girl on the shoulder.

"Are you… alright?"

"Oh god…" Kitty moaned. "I can't believe I just did that."

"It was quite an impressive yell." Ororo admitted, rubbing at her still-ringing ear.

"Please tell me he didn't hear that." Kitty begged and Ororo shook her head.

"He's got super-hearing and the door was open. I think he heard."

Kity moaned and tried to push her face further into the pillow. Ororo bit back her laughter and carefully pulled at the pillow until she could see Kitty's face.

"It's alright, Kitty. He's used to it. Just remember, he's still Clark."

Kitty nodded, then buried her blushing face into her hands.

"Oh, this is so embarrasing."

"It's alright, Kitty." Ororo said reassuringly, stroking Kitty's back as she did so. "It just came as a shock, it's alright…"

.

"Kitty, wake up."

Kitty slowly opened her eyes and focused on the red-head smiling down at her.

"Jean?"

"You need to have a shower and get dressed." Jean said, pulling the duvet out from Kitty's grasp. "Now come on, it's almost breakfast.

"Five more minutes?"

Jean shook her head and Kitty gasped as she found herself floating in the air.

"So, getting up?"

"Okay, okay, I'm awake!" Kitty yelped and Jean smiled as she lowered her. Kitty glared at her.

"I can't believe you did that to me."

"Oh, I got the professor's permission first." Jean grinned. "Now, get moving."

"Slave driver." Kitty muttered as she accepted the towels and trudged out of the room.

.

"Mr Kent."

"Principle Darkholme. As I informed you over the phone yesterday, I have another student here to enroll in this _safe_ institution of learning."

Kitty watched curiously. Whatever was going on was obviously important. Principle Darkholme was almost icily polite and Kitty couldn't help but think that it revolved around her somehow, but Clark was on edge. She could see the tension in his stance, if Darkholme did anything, she had no doubt that Clark would have grabbed her and flown her back to the Institute before she even had a chance to blink.

"Very well, here is her timetable and locker assignment." Darkholme said, handing over two pieces of paper. Clark smiled thinly.

"Thank you. I'm certain that she'll soon adapt to the… _mystique_ of this place. Kitty?"

Ignoring Darkholme's suddenly-frozen expression, Clark led Kitty out of the office.

.

"He knows. He definitely knows." Darkholme snarled into her phone. "He gave me a warning to leave Xavier's brats alone."

"_This is indeed disturbing."_ Magneto said slowly. _"Do you have any idea how he knew? You are, after all, virtually immune to telepathy because of your power."_

"Not a clue." Mystique snarled. "But he knows I'm a shapeshifter and he can identify me… we may need to rethink the infiltration mission."

"_I agree."_ Magneto said. _"Has Sabertooth reported to you yet?"_

"No." Mystique growled. "He hasn't."

"_Then I shall contact him and ask what the delay is."_

.

With a roar, Victor Creed, who preferred being called Sabertooth, threw the girder at Logan, forcing him to roll out of the way.

"Dammit, Creed." Logan snarled. "All I wanted was a quiet bike ride, and you decide to show up and attack! What happened this time?"

"I saw you and wanted to play." Sabertooth snarled. "Come out, little man, come out and fight!"

Emerging from hiding, Logan slashed at Creed with his claws, barely cuttin ghis skin but rippint through his coat. Victor snarled.

"Do you _know_ how long it took to find a coat that fitted? You are dead meat, I'll rip you open and feast on your carcass!"

Even as he spoke, Victor grabbed another girder and swung it like a bat, catching Logan in his midsection and sending him off the top of the incomplete building.

"Hah!" he gloated, walking to the edge and peering over. "I'm coming to… where did you go-AAAAARRRRGH!"

Wolvering pulled his claws out from Victor's back and slashed at Victor's knee, missing by a fraction of an inch. Victor, his wounds already healing, raked his talons across Logan's face, sending him backwards.

"I must ask you to stop." A new voice said and Victor slowly turned to see a blue-clad figure standing in mid-air behind him. "Those girders you're throwing could have hurt someone. Logan, it's almost tea time and we have a new student to introduce you to. Do you want me to deal with the trash?"

Logan shrugged. "Depends. What did Martha make for pudding?"

"Her patented chocolate cake. With pouring sauce. Enough for multiple helpings."

Logan's eyes widened. "Flyboy, take over. I need to get back _now_!"

Victor stared in total confusion as Logan hurled himself off the edge of the roof, using his claws to slow his descent.

"What just happened?" he asked as Logan kicked his motorbike into life below. "Seriously. What the _hell_ just happened?"

"We have the best cook in the world." The blue-figure shrugged. "You would be…?"

"Sabertooth. I don't care who you are, you interrupted and you're dead meat!"

Even as he finished his sentence, Creed threw his hardest punch at the man who had robbed him of an enjoyable fight with his old adversary. His fist accelerated straight towards the man's cheekbone and…

CRACK!

Pain lanced up Victor's arm as he cradled his shattered hand. "How…? How did…?"

The advancing figure advanced. "I see you have a healing factor like Wolverine's. That means I can do _this_!"

Superman's hands flashed out and grabbed Creed's collar, then Creed found himself being dragged into the air at a speed that almost caused him to black out, eventually coming to a stop high above the ground and obviously a long way from Bayville. Below them was a mountain and Creed stared at it with horrified realisation.

"You… you wouldn't…"

"I have chocolate cake to get back to." Superman said calmly. "Goodbye."

Before he could respond, Creed found himself falling, falling and falling towards the snow-covered slopes and cliffs below.

.

"_Sabertooth! Respond!"_

Aching and battered, Creed pulled himself clear of the avalanche that his impact had triggered and rolled onto his back.

"_Sabertooth, where are you?"_

With a grunt of pain, Sabertooth managed to pull the custom-made phone from his belt and lifted it to his head.

_Sabertooth!"_

"Cut yer yapping, Magneto." Creed growled. "I'm here, and I'm not happy. Why the _hell_ didn't you warn me about that bloody ringer?"

The long silence that followed was an eloquent example of confusion.

"_Sabertooth, what are you doing in Alaska? And what ringer?"_

"Enjoying the view." Sabertooth snarked. "Alaska, huh? Explains the snow. As for the ringer, that flying bastard in blue. Great big honking red S on his chest, red cloak. Bastard's tough, at least Colossus reacts slightly when you hit him."

"…red S?"

"Yeah, kinda hard to miss. Red S in a yellow diamond, all on a outlined in red. Has Xavier's X on his belt. Has the S in yellow on the back of his cloak, saw _that_ as he was flying off, having dumped me here. Who the hell is he?"

There was a long silence.

"Eric?"

"_This is… very worrying. If I'm right… my old friend may have just gained a very powerful trump card. This requires thought…"_

"Dammit, Eric. Who the hell was he? I need to get revenge…"

"_Superman."_

Creed felt his insides congeal. "Eric, tell me you're kidding me."

"_No. You survived against Superman. It is obvious that brute strength will not be enough against him… Sabertooth, I have a new assignment for you. I have been keeping track of a mutant whose power is to take that of others, or it will be once it activates. Meet up with Mystique in New Orleans and help her to secure the mutant. We want her loyal, so trickery will be required, which is why Mystique will be in charge. I will instruct her personally."_

"It'll take a while to get there." Creed moaned. "I'm at the other end of the bleeding country."

"_I will make arrangements."_

Thephone went dead and Victor stared at the twinkling stars.

"Superman. I went up against _Superman_. Urgh."


	10. Rogue Recruit

_Author's Note – I still don't own the characters._

_Shame, I'd be rich if I did…_

_Note 2 – It has been pointed out to me that Kurt should just use "Frau" rather than "Fraulein" to refer to Martha, since Fraulein refers to younger women. In-story, this is because Kurt is trying to compliment Martha, since he really likes her (and loves her cookies). Out-story, I screwed up since I don't know much german. Mea culpa. Oh well._

_._

**Chapter Nine**

Friend Indeed

.

"_Clark, a situation has just developed."_

"Go ahead." Clark said almost absently as he adjusted his course to keep the plane level during its aproach to the runway.

"_Cerebro has just detected a new mutant in New Orleans a few minutes ago. A teenage girl with a powerful, and unusual power. She can apparently drain the power of other mutants."_

"Interesting." Clark said. "That's quite some power."

"_Yes, but Mystique was detected in the locality, as was Sabertooth."_

Clark bit down a curse. "Are they working together?"

"_They're both known to work for Magneto." _Xavier confirmed._ "Best guess, they're going to make this new mutant think that the X-Men are after her, and that Sabertooth is her protector. If they do that…"_

"Shit." Clark cursed. "Let me land this plane, and I'll get over there. I may need backup."

"_Cyclops and I already preparing, as are the others. If Magneto gets his hands on this mutant… I don't know if this power will affect you, but if Magneto thinks it will, he won't stop until he gets this new mutant."_

"Hopefully it only works on humans." Clark said, frowning as he adjusted course slightly to keep the plane stable during its final approach. "Hold on… okay, plane's landed. Have you uploaded the tracking data? Good, I'm on my way."

.

Anna Marie ran through the dark night, her mind awash with panic and confusion. She had panicked when she had kissed Cody and felt his memories flowing into her, leaving him on the ground, unconscious and her trying hard not to let his memories overwhelm hers. As she had tried to run off, several more boys had tried to grab her and every time they did, she absorbed their memories and sent them crashing to the ground. And after that, several people had started to chase her, including a short, bulky man with silver claws and another with a weird visor. And all of them were closing in on her, she could here them. Then the man with the blades stepped out in front of her.

"You may as well stop runnin, darlin'." He sneered. "The professor wants you."

"The girl is free to make her own choice!" another voice snarled and one of the largest people Anna had ever seen landed in front of her, squaring off against the intruder, his clawed fingers flexing as he moved between her and the man with the blades. Anna stared at him, her panic starting to change to gratitude that _someone_ was trying to help her.

"I actually agree with Sabertooth on this one, Mystique." A third voice said and everyone looked up in shock. "But really, pretending to be Logan? Be reasonable. Anyone would think you were trying to trick the girl."

"Wh… what?" Anna managed, staring up at the man that she recognised as the semi-mythical Superman.

"Simple, the two you see before you are Sabertooth and Mystique, a shape-shifter, both of whom work for a man named Magneto. She can copy their shapes, but not their powers. That's where you come in."

Sabertooth backed away growling as Superman landed. Anna looked at them, her terror ebbing as rationality re-emerged.

"A shape-shifter?"

Superman nodded and Sabertooth lunged forwards. "Shut up!"

Anna tried to dodge out of the way, but tripped and fell. Grabbing onto something for support, she felt a new wave of memories flowing through her in the split second before she was knocked over, into another set of arms that held her gently.

"Oh gawd!" she gasped. "It's true, they only wanted meh for mah powers! They wanted to use meh agahnst… you…?"

Anna trailed off as she realised that Superman was holding her, that her hands were clasped over his… and nothing was happening.

Nothing at all.

Superman loosened his supporting grip and let her stand by herself. Moving as if in a dream, she lightly brushed his face, then placed her hand firmly against his cheek.

"…how?"

Suprisingly, it was not Anna who had asked, but the now-blue-skinned woman who had been impersonating the man with the blades.

"I'm… unique." Superman said, smiling down at Anna. "I may currently be the only person you can touch without hurting them, but whenever you need a hug, a shoulder to cry on or even someone to carry you when you are tired, I'll be there whenever you ask. I'll never hurt you, I promise."

Anna blinked as her eyes filled with tears. Whatever had happened had robbed her of the ability to touch another, then Superman…

Reaching up, she grabbed him and pulled his head down, kissing him deeply. After a moment, she released him and sighed, resting her forehead against his chest.

"Damn. No fireworks."

"Sorry."

"Not yah fault." Anna said with another sigh. "Ah suppose if ah can't have yah as a boyfriend, then at least ah've got a friend ah won't kill by accident."

Superman smiled at her, then looked round. Anna looked round as well, frowning.

"Where'd those two go?"

"I think they realised that their plans for you wouldn't work." He said. "I can hear my friends approaching, do you wish to meet them, or shall I take you back to your home?"

"Ah'm an orphan." Anna said. "A rogue, ah've got no real home."

"Then, Rogue, may I offer you a new one?" Superman smiled. "One with good company, excellent food and, for now at least, your own room?"

"Ah'd lahke that." Rogue said quietly, then her stomach growled. "Oh gawd!"

"I think you'll need some of that food I promised." Superman said, scooping her up bridal-style and floating upwards. "I think there's some chocolate cake on the menu."

.

"_Report."_

"We lost her. Xavier's people got her."

"_That is not acceptable, Raven!"_ Magneto almost spat. _"That girl is our _only_ weapon against Superman!"_

"A weapon that doesn't work." Sabertooth interjected. "Girl was stroking his face and gave him a kiss. No effect. No effect at all."

For almost a minute, the phone remained silent.

"Eric? You still alive?"

"_Yes… yes I am. So Superman is immune to her draining powers."_

"Yeah, but I'm not. After that flying boy scout appeared, he blew the plot to pieces and the girl grabbed some of my memories, saw what we were trying to pull on her. Mystique was wearing Logan's form, even I couldn't tell the damned difference, but he did."

"I can't disguise myself from him, Eric." Mystique said, her voice shaking. "No matter what form I wear, no matter the shape, he knows it's me, and I don't even know _how_!"

"_Return to Bayville, will need reinforcements, I'll arrange for Pietro to join you, if we cannot beat him in power, speed may yet work. Xavier will probably arrange for the girl to join the local school like she did with Wagner and Pryde, so make sure she gets in without any trouble. Do _not_ try to approach her at this time. While this _is_ a setback, it is not a disaster. At least now we know another thing about this Superman, his power is indeed different from a normal mutant. Sabertooth, write up the mission and return to my side."_

The phone went dead and Mystique and Sabertooth looked at each other.

"I don't think he liked that."

"At least you get to stay away from Superman." Mystique snapped. "He _knows_ who I am, if he comes after me…"

"Then don't give him a reason to." Sabertooth shrugged. "He coulda killed me last time we met. I hit him so hard my fist shattered and he didn't even twitch. Hell, he probably could have killed us both now, but he didn't. Probably hates killing, so work with that, though…"

Sabertooth trailed off and Mystique looked at him.

"What?"

"It's just… couldn't be…"

"Victor…"

"Fine!" Sabertooth snapped. "He didn't smell human. Not human, not mutant, he smelled of something… other. Never smelled anything like it before, not a clue what it means."

As Sabertooth stormed off, Mystique stared after him.

"Not… human…?"

After a few moments inthought, she shook her head.

"No. Not possible."

.

"Oh gawd, ah ate too much." Rogue sighed as she slumped back in her seat, the bowl in front of her empty except for a couple of crumbs and a few streaks of special sauce. "Ah don' think ah'll be able ta move for at leas' an hour."

"Ja, I agree." Kurt said from across the table. "Fraulein Martha, you are a _goddess_ of cooking."

"I second the elf's motion."

Everyone promptly stared in near-shock at Logan, who simply shrugged. "What?"

"Then I third it!" Kitty giggled. "And if I have another bite, I'll explode."

"Fourthed. And while it's not a bad way to go, the downside is that it means no food the next day." Jean joked, causing a brief round of chuckles.

"Well, before we finish, may I say a few things?" Xavier said from the head of the table. "First, Martha. Once again, you have provided a meal that even the gods would be envious of."

Scott and Clark started to clap and all the others quickly joined in, causing Martha to blush.

"Secondly." Xavier continued, once the applause had abated, "I would like to welcome Rogue to our number. Rogue, if there is a way to help you get your power under control, we will find it. I promise."

"In the meantime, I'm still available for hugging purposes." Clark grinned at her. Rogue smiled and leaned against him, letting him wrap his arm around her as she enjoyed the little bit of true contact she could still get.

"Third, a bit of news that I am afraid will dampen the mood, but which Clark _insisted_ that you all know." Xavier said, glancing at Clark, who nodded. "As you know, Mystique and Sabertooth tried to trick Rogue into joining their ranks, so that they could try and use her powers aginst Clark."

"Wouldn't work." Rogue mutttered as Clark reached across and gently brushed a loose lock of hair back to behind her ear.

"That much is obvious. So they are unlikely to be after you any longer. However, we now have proof that they will be in a position to watch you, since Mystique is Principal Darkholme."

Kitty, Kurt, Scott and Jean all jolted in their seats as Xavier made the revelation.

"Clark is certain that she knows that he knows, and thus that you know, so it is very unlikely that she will take any action against you four. Sorry, five. However, she _will_ be reporting to Magneto and Clark is currently the only one of us who can consistently see through her disguise. Therefore, I must stress that under no circumstances are you to discuss anyone's skills or powers while at the school."

"But… Mystique is…" Kitty started before Clark cut her off.

"I intend to have a long discussion with her tomorrow, but from what I can tell, she acts as the spy of Magneto's group. While she can fight if she needs to, she prefers to remain in the shadows and she seems to be afraid of me. She knows that if she lets anything happen to any of you… there'll be nowhere on earth she can hide."

Clark's voice rang with iron resolve and determination and Rogue nestled against him again.

"Ahnd tha's why ah see Clark as mah big brotha." She said. "He's a _Super_ Man indeed."

"Big brother…?" Clark mused. "Hmmm, Anna 'Rogue' Kent… I'll think about it."

Rogue opened her mouth, then froze. Clark looked down at her as she turned to Martha, who smiled at her.

"Imagine, having a daughter at my age."

Rogue stared at her, then her eyes filled with tears and she grabbed Clark, hugging him itghtly. Carefully avoiding skin contact,Martha rested her hand reassuringly on the crying girl's shoulder.

"I heard your story. If you want Clark as a brother, then I'll be happy to welcome you to the family."

.

Sabertooth stood in front of the metal desk, fighting off the feeling that he was an errant schoolboy standing before the headmaster, as Magneto leafed through the report that he and Mystique had compiled. After a few minutes, he looked up.

"So Mystique still has no idea about how this… Superman found out who she was?"

"No. She's still freaked out about it."

Magneto nodded and pulled across a larger file. Victor saw the name printed on it.

_Clark Kent_.

"So, we now know that he can fly, is very tough, strong and immune to the draining power of Rogue." Magneto summarised. "In addition, we cannot apply leverage because his only family, his mother, a Martha Kent, is currently living at Xaviers mansion as a cook."

"Apparently she makes a very good chocolate cake." Sabertooth offered. Magneto stared at him.

"What?"

"That was the reason that Logan abandoned the fight and let Superman take me down instead." Sabertooth explained. "Chocolate cake with a pouring sauce."

Magneto's disbelieving stare didn't abate in the slightest.

"Seriously. He dropped me in Alaska, then went back to Xavier's so he wouldn't miss out."

Magneto hadn't moved.

"Is… something wrong? Hello?"

Just as Sabertooth was about to wave his hand in front of Magneto's face in the hopes of getting a reaction, Magneto finally blinked, then shook his head.

"You are telling me that a chocolate cake…"

"with pouring sauce," Sabertooth interjected.

"…with pouring sauce," Magneto continued, "was the reason you ended up in Alaska?"

Sabertooth shuffled his feet. "Um, sounds pretty silly put like that."

Magneto sank his head into his hands. "And yet, somehow, I just know it's true." He sighed. "Alright. Anything else?"

"Yeah, he smells odd."

Magneto glared at him. "Define. Odd."

"I dunno. Never smelled anyone quite like him, he smelt… like… like… I dunno. Different."

Magneto returned his head to his hands. "Just… go."

Sabertooth went.


	11. Family & Friends

**Chapter Ten**

Family And Friends

.

"Mr Kent, this is the new student, I take it?"

"Indeed." Clark said. "This is Anna Kent, my adoptive younger sister, although she prefers to be called Rogue. Due to a medical condition, skin contact is to be avoided where possible, you ma want to tell the teachers to avoid any… incidents."

"Very well." Darkholme said, producing an envelope and a piece of paper. "Here is the timetable and the location and combination for your new locker. I hope you enjoy it here. Mr Kent, a moment of your time, if you would be so kind?"

Clark nodded as Rogue left the room. Closing the door, he turned back to see that Mystique had shed her disguise.

"I see no surprise on your face." She said. "That proves that you knew. Of course, the hints you gave before and the way you could always see through my disguise…"

Clark nodded and sat down in front of the desk as Mystique returned to her seat.

"I assume you are here with a message from Xavier, and probably one from yourself?"

"I am." Clark said. "Xavier asks that you do nothing to put his students at risk, he cares for them greatly. He knows you report to Magneto and occasionally, he will ask you to relay messages to and from him."

"From a spy to a message girl." Mystique said wryly. "Should I provide donuts too?"

Clark smiled, then leaned forwards, his face serious. "My message is this. If, for any reason you want to visit the Institute, you will check with us first, and you will come only in your natural form. This one that I see now. If I find you near the mansion in any other form…"

Clark trailed off as Mystique closed her eyes and shuddered.

"Since I have _no_ idea how you can detect me even when Xavier can't, rest assured that I would rather die than risk stepping foot in that accursed mansion in any form of disguise."

"Thank you." Clark said. "Now for two quick questions. Is that indeed your… true or base form?"

Mystique nodded and Clark tilted his head slightly.

"Are you related to Kurt Wagner? There are certain… facial features that are very similar. I haven't run a DNA test yet, but…"

Clark went silent as Mystique closed her eyes and a tear ran down her cheek.

"Does _he_ know?"

"Kurt? No, I haven't approached him yet…"

"Don't!" Mystique snapped, then she seemed to slump. "Please, don't. It's… better this way. I lost my chance to be his mother after he was born… after Magnus… I failed him. I tried to save him, but I failed him."

"You could still be part of his life." Clark offered. Mystique shook her head.

"He has good parents who love him, care for him and provide for him. He has friends. Me? I have nothing to give him."

"He wonders who his parents were." Clark said softly. "His birth-parents. I haven't told him, and I won't, but I think you should."

Mystique shook her head. "No. Just keep him away from Magneto. Xavier's is the best place for him. But tell me… is he happy? Really happy?"

"He is." Clark smiled. "Heck, he's even found that he has a girlfriend."

Mystique looked at him quizzically.

.

"Kurt!"

"Amanda!"

"Wow, is tha' boi whipped." Rogue muttered as Amanda enfolded the slightly-shorter boy in a possessive hug, causing Kitty to cram both hands over her mouth in an attempt to not laugh. After a moment, Amanda released the now-goofily grinning Kurt and looked across with a smile.

"Hi, Kitty. Who's your new friend?"

"Amanda Sefton, meet Anne Kent, fellow student at Xavier's and Clark's little sis." Kitty laughed. "Rogue, this is Amanda, Kurt's girlfriend. Don't take the gloves personally, Amanda, Rogue has an allergy to direct skin contact from anyone but her brother."

"That must really suck." Amanda said sympathetically as she shook Rogue's hand while keeping her other arm around Kurt's shoulders.

"Ah've learned ta live with it." Rogue said just as the bell rang. Kurt's smile broadened as Amanda pulled him towards the entrance.

"See ya after school!" Kitty called and Kurt gave a wave of acknowledgement.

"Does she… know?" Rogue askes quietly as she and Kitty walked towards their class. Kitty made a see-sawing motion with her hand.

"Sort of. She asked why what she felt when she kissed him wasn't the same as what she saw and Kurt almost freaked. Fortunately, Ororo was around and she hustled Amanda off to the side. Amanda's coming over on Saturday to get the full story. Since she's still with Kurt even _knowing_ something's… different, I don't think that there'll be any real problems."

Rogue nodded, but Kitty saw a wistful expression on her face.

"Hey, if there's a way to help, the prof or Clark will find it. Maybe they'll be able to find what makes Clark immune and use that. Clark promised, he'll deliver."

Rogue nodded. "Ah guess yah right, Kitty. It's jus'…"

Kitty nodded as she and Rogue re-entered the school grounds.

.

"Ahhh!"

Scott followed the cries and yelps of frustration, ending up outside Kurt's door.

"Kurt, it's Scott. Can I come in?"

"Ja, please!" Kurt replied and Scott opened the door. From in front of the custom Kryptonian-tech mirror, Kurt looked over to him.

"Help, please! Vhat do I vear?"

Scott walked over to look into the mirror as Kurt reached out. At his touch, the reflection in the mirror changed, showing Kurt with his watch active, and in a dinner suit.

"Nein, too formal!" Kurt moaned. Scott sighed and pulled him away from the smart-mirror.

"Kurt, relax. She's visiting, getting a tour and an explanation, and she asked if we have a pool."

"Aaah!" Kurt panicked. "Zhe vatch! Iz it vaterproof?"

"Kurt, you won't _need_ the watch." Scott said calmly. "She's coming because she wants to see _you_, the _real_ you, not the fake shell the watch provides."

"But… she'll vreak out." Kurt muttered, staring at the floor. "I zcare people. Amanda's… she's an engel, and I… I'm…"

"No, you're not." Scott said firmly. "You want scary? I'm still packing a bazooka behind each eyeball, remember? Logan carries knives all the time. Storm can throw lightning at people. You… are fuzzy."

"Fuzzy?" Kurt asked, unsure whether to be reassured or insulted.

"And chicks dig the fuzzy dude." Scott said with a grin. "Just remember that and you'll do great."

"Ja…" Kurt breathed. "Chicks dig ze fuzzy dude. Zhanks. Acch, zhe's coming!"

Scott laughed softly as Kurt vanished through the door and then walked back out into the corridor.

"Did it work?" Jean asked from where she was standing. Scott nodded.

"He was working himself into a panic attack. Thanks for warning me in time to calm him down."

"I could feel his emotions from half the mansion away." Jean admitted. "He really cares for her, and she cares for him."

"I just hope that their relationship survives the revelations." Scott admitted. "Where's Clark? I really thought he'd be here to lend support."

"Earthquake in Japan." Jean said and Scott nodded in understanding. Both of them turned as a shout echoed.

"Jean, Scott! Martha made cookies!"

Half a second later, the corridor was empty.

.

"…and finally, the library." Ororo said as Amanda stepped into the two-storey room and looked round, her eyes lighting up at the many shelves of books lining the walls and freestanding in the middle of the room. "As we are never entirely sure what we need to research, the library is as complete as we can make it, covering virtually every subject."

"…wow…" Amanda breathed, stepping forwards and turning round to take in the sighs. "I wish I had this when I was doing my homework."

"Well, should you choose to remain Kurt's friend, you would be welcome here at any time, and that includes the library."

Amanda glared at her. "Just because I like books doesn't mean you can try to bribe me with them. I'm Kurt's friend because he's the nicest boy I've met, not because of his… book access."

Ororo quickly raised her palms in a warding gesture. "I'm sorry, it came out wrong. I didn't mean it like that. Now, I think by now you're getting a bit hungry, so let's go to the kitchen. Martha promised to set some cookies aside."

"What is it with you lot and cookies?" Amanda asked. Ororo merely smiled.

.

Amanda halted in the doorway, staring at the two in front of her. The shorter one started to slump.

"…Kurt? Is that really you?"

Before Kurt could do more than nod, he found himself caught in a tight embrace.

"Yep." Amanda grinned, pressing her cheek against Kurt's head. "You're my Kurt, alright."

"I told you…" the taller one started and they both finished in chorus.

"Chicks dig ze fuzzy dude!"

Amanda started to giggle, then she burst out laughing as Scott grinned at her. After a moment, she released Kurt from her embrace and stepped back, holding him at arm's length and looking him up and down.

"How did you know blue was my favourite colour?" Amanda smiled and Kurt grinned shyly.

"You… I don't zcare you like zis?"

Amanda shook her head, then grabbed Kurt's head and kissed him on the lips, taking her time. When she pulled away, Martha quickly took a picture of Kurt's blissed-out dopey grin. After a moment, Kurt blinked, then shook his head.

"Voah. If kizzez could kill, zat vun vould haf devastated ze entire coast."

Amanda started to laugh again and Kurt moved to support her. She let him guide her to a chair but reached across to pull another one closer. Seeing her action, Scott moved the chair so it was touching hers.

"Thanks for the compliment." She managed, pausing to make sure that she wasn't going to collapse with laughter again. Martha smiled, then handed both her and Kurt cookies. Kurt looked at his, then with a grin, he held it up for Amanda to taste, causing Scott's grin to widen. Amanda bit down on the proffered cookie and her eyes widened.

"Wow! I understand the cookie thing now!"

.

"Zhe didn't vreak!" Kurt said and Scott sighed.

"Kurt, that's the hundredth time you've said that! We got it!"

"Zorry." Kurt said, glancing across to the pool where Amanda had just splashed Jean, whe was retaliating by using telekinesis to fire a series of water-spheres at her. "It's just zat…"

"Hey guys."

"Clark!" Kurt shouted. Scott coughed as Kurt vanished in a cloud of smoke, re-appearing next to Clark. "Amanda didn't vreak out!"

Clark nodded, then turned to face Kurt. "That's good, Kurt, but you're doing something wrong at the moment."

Kurt froze, his face showing his panic and Clark gestured to the pool. "Your girlfriend is being teamed up against by Kitty and Jean. Go help her!"

"Ja!" Kurt shouted as he vanished in a cloud of smoke. "Cannonball!"

Amanda laughed as Kurt plunged into the pool, causing a wave that made Jean and Kitty squeal and cover their heads. Clark shook his head.

"No, Kurt, you do a cannonball like _this_!"

Sprinting forwards, Clark launched himself almost thirty feet into the air and then dropped, slamming into the surface of the pool and creating a wave that left Kitty and Jean stranded by the edge of the pool, spluttering. Logan sighed and put down his soaked paper just as Kurt and Amanda teleported back down from the roof, where Kurt had taken them to avoid the tidal wave. Clark rose form the suddenly-lowered pond and looked round.

"Ah. Erm, whoops?"

.

Kurt rubbed at his ears as Amanda hid her blushing face in her hands.

"Don't worry about it." Kitty laughed. "I had the exact reaction too. Although apparently I was a bit louder."

Amanda looked up and gave an embarrassed smile.

"Sorry. It just… well…"

"No problem." Clark said from across the room, his arm wrapped round a content, half-asleep Rogue. "We thought that you should know, since you accepted Kurt like you did."

Amanda gave him a quick nod before leaning back and pulling Kurt to her, then she glanced at the clock and gasped.

"It's getting late! Kurt, I'm sorry, but I have a curfew…"

"So Kurt, take her home." Clark smiled. "Your way."

"My vhay…?" Kurt asked, then he leapt to his feet and activated his holo-watch as he suddenly realised what Clark was saying. "Ja, my vhay! Amanda, pleaze tvust me."

Amanda let herself be pulled up, then she embraced Kurt, kissing him deeply. An instant later, they both vanished in a cloud of smoke.

"That is so sweet." Kitty sighed, then her expression hardened. "And if she does anything to hurt him…"

"She won't." Clark smiled. "You didn't hear their heartbeats as they were kissing."

"That still freaks me a bit." Kitty sighed. "You can hear my heart from a hundred meters away, and identify me just by listening to it."

Clark gave a one-shoulder shrug and glanced down at his sister as she snuggled closer to him.

.

"Thank you for a wonderful day." Amanda said, kissing Kurt on his cheek. Kurt blushed furiously and looked at the ground, completely missing the amused look that Amanda exchanged with her mother, who was standing at the front door.

"I'll see you at school tomorrow." She added with a smile. "Perhaps you can walk me in?"

"I vill." Kurt said and Amanda gave him another quick kiss.

"Goodnight, Kurt."

"Guten nacht, mein engel." Kurt smiled as Amanda walked up the path to her house. Pausing at the door, she half-turned and blew a kiss to Kurt, winking at him as she did so.

"Did you have fun?" Margali asked and Amanda nodded as she started to remove her shoes.

"Yep, Kurt was a perfect gentlemen and I got to meet most of the others there. Rogue is somewhat reserved, but she's… got an allergy to skin contact, although her brother Clark can hug her without causing any problems."

"Poor girl." Margali said softly.

"Clark himself is a _hunk_ and their mom's really nice, she makes the best cookies in the world! Kitty is really hyper, in a good way, Scott is… he's got a nice sense of humour, Jean is nice. Professor Xavier is very understanding while Ororo is fun to talk to."

"That's good. You said Clark… you mean Clark as in Martha Kent's son?"

At her daughter's nod, Margali smiled. "I've met her in town, she's a very nice lady, although I don't recall her mentioning a daughter. I'll ask her next time I see her."

"Professor Xavier said I could visit whenever I wanted." Amanda said happily.

"It sounds like you made several new friends today." Margali smiled.

Amanda grinned and nodded. "Yep. I made a whole lot of _special_ friends today."


	12. Spiked

_Bow down to Homo Superior, you low-born creatures, for I am Magneto and I proclaim that the Author does not and has never owned the rights to the characters featured in this story!_

.

**Chapter Eleven**

Spiked

.

The crowd roared as Evan Daniels caught the ball and dribbled it down the court, expertly weaving past the opposing team before faking a pass and throwing the ball high. The ball arced through the air and hit the ring of the net, bouncing off it, hitting the backboard and landing in the net, dropping down just as the half-time whistle sounded.

Ororo rose to her feet, applauding her nephew's skill. Grinning, he jogged over to them.

"Hey mom, Aunty O. Glad you made it."

"Good equaliser, Evan." Ororo smiled and Evan shrugged.

"Yeah. Shame we've lost one of our better players. Pietro may be an arrogant ass and all-round git, but he knew how to play. Shame his dad pulled him out of NY. Odd though, since he left, no-one's broken into my locker."

Ororo raised her eyebrow at that. "You think it was him?"

"Dunno." Evans shrugged, then turned as his coach shouted at him. "Sorry, gotta go!"

"Vivian," Ororo said slowly, "Who is this… Pietro that Evans talks of?"

"Pietro Maximoff, one of his team-mates. White boy, silver hair, impatient as anything and holds grudges until they die from old age." Vivian shrugged. "With him gone, Even's the current star."

Ororo grinned as the game restarted, then she gasped as one of the opposing players, irritated by Evan intercepting the pass, swung at him, sending him flying. Time seemed to slow and Ororo's eyes widened as she saw a dark spike emerge from Evan's elbow, digging into the floor before it dislodged, having brought Evan to a stop.

Ororo stared at the small, unnoticed bone spur as it lay on the floor.

Her nephew was a mutant.

.

"Are you sure?" Vivian asked, glancing across to where Evan was being congratulated by several members of his team. Ororo held up the bone spike that she had retreived by means of carefully-directed breezes.

"I saw him extend this from his elbow." She said. "Look at him, he's fine, I don't even know if he realises that he did it, but he did. Evan has the X-gene, and it's activated."

Vivian looked across at her son, her face a miure of emotions. "Does that mean…"

"If he wants, he can have a position at Xaviers." Ororo confirmed. "He'll learn to use his powers, to control them. Do you mind if I talk to him about it at tea-time?"

"Sure." Vivian shrugged. "But I warn you, he's stubborn as anything."

"Maybe I should wait for tea." Ororo allowed. "I brought dessert."

.

"Oh my god." Vivian sighed. "_Where_ did you get that cake?"

"Martha made it." Ororo said, leaning back and looking almost regretfully at the final few slices in the middle of the table, wishing that she had just that little bit of space left for it.

"Martha?"

"Clark's mother. Clark is a fellow tutor at the Institute, his mother is the best cook ever." Ororo said. "Logan watches his manners around her, she once banned him from the cookie jar after he swore in her presence, he apologised almost at once."

Vivian's eyes widened as she remembered who Logan was. "No way!"

Before she could continue, Ororo turned to her nephew. "Evan, I saw something very interesting during the match today. You're a mutant, like me."

Evan froze and Ororo pulled the bone spike out of her pocket.

"It seems that you have activated a unique power."

Evan snorted. "Yeah, right. Bone spikes, not like it'll make me Superman."

"It's still a power that you should learn to control."

"You worry too much, Aunty O." Evans stated, "I've got it perfectly under – AAAchoo!"

Ororo's reflexes were the only thing that let her dodge the two bone spikes that sliced through the space where she had been sitting, while another seven embedded themselves into the wall. After a moment, Ororo returned to her seat and sent a speaking look at her nephew.

"It was an accident." Evan protested. "Aside from that sneeze, I have it under control. I'm not going to that Institute."

"What would it take to persuade you otherwise?" Ororo asked and Evan snorted.

"I dunno. Maybe Superman telling me that he works there?"

Ororo managed to hide her amusement.

"So, let me get this straight. The only way you will consider going to study at Xavier's Institute is if Superman himself, a hero who many people don't actually believe exists, comes here and personally tells you that he is a staff member at the institute. Is that about it?"

Evan nodded firmly and Ororo stroked her chin in thought.

"That would be an almost certain _no_, then."

"You got it, Aunty O." Evan stated. "I'll only go if Superman appears and tells me that he teaches there, and I haven't heard you mention him at all in your discussions with mom. I think I'm safe."

Evan paused and looked at the remains of the cake though. "Although I might be missing out on the food. Oh well, small price to pay. Thanks for the cake, but I gotta go, meeting up with my friends. See ya!"

Vivian and Ororo watched Evan leave, then Vivian turned to her sister.

"Ororo, I've seen that look on your face before. You are planning something. What is it?"

Ororo gave in to temptation and smirked. "Superman _does_ work at the institute. His mother provided the cake. And since he can fly at mach 4 and above, I think that he can easily drop by and introduce himself, once I call him and explain."

Vivian froze, her face a curious mixture of astonishment, disbelief and amusement.

.

"Hey, what the hell? Get me down! Wha's happening?"

Xavier raied a querying eyebrow as he pulled up just in front of the white-haired youth who was suspended half a meter above the path. A quick glance round spotted the tell-tale glow of the crystalline emitters that had generated the localised grav-field that had captured the intruder.

"Good evening."

"Aw hell. Charles Xavier himself." The boy moaned. "Damn, how the heck did it get this bad?"

"You seem to have me at a slight disadvantage." Xavier said with a slight smile. "You know my name, but I have yet to learn yours."

"His name is Quicksilver." A voice said, and Charles turned to look at the person walking up the driveway. "My apologies, he decided to disobey my instructions."

"Mystique." Charles said courteously. Mystique nodded, then glanced round in a manner that most people would have thought of as casual.

"Superman is currently helping save a ferry off the coast of Spain." Xavier said. "He should be back in a few hours."

"Thank you." Mystique said, relaxing slightly. "I apologise for the actions of the newest member of my group. I _warned_ him to keep clear of the Mansion, but he refused to listen to me."

Xavier shrugged. "Well, he gave me a chance to evaluate the security systems of the mansion, and they seem to work."

"How?" Quicksilver protested. "I'm too fast for security systems, _how_ did this one get me?"

"It uses optical technology." Xavier said. "Even you cannot outrun light. Computer, lower intruder, designate intruder as Quicksilver, store X-gene signature and intercept if he moves in any direction except towards the main gate."

"Confirmed." A mechanical female voice said and Quicksilver suddenly dropped to the ground, landing on his ass.

"Ow!"

Mystique's eyes widened. "You… you've scanned his X-gene?"

"Actually, I think we now have his entire DNA on record." Xavier said with a smile. "Computer, cross-reference Quicksilver's DNA against all other mutants on database. Report any links."

"That'll take days." Quicksilver sneered, then his expression froze as the voice spoke.

"Search complete. Subject Quicksilver identified as Pietro as son of Eric Lensherr, also known as Magneto. Confirmed as brother of Wanda Maximoff. Mother unconfirmed, high probability Magda Maximoff, non-mutant, deceased."

Quicksilver stared in shock at the small console set into the arm of Xavier's wheelchair, as did Mystique.

"You… You're Magneto's _son_? She snarled. "When were you going to tell me _that_? When was _he_ going to tell me?"

"I admit, it was rather unexpected." Xavier noted. "Pietro, you may want to leave, now."

Pietro swallowed and pulled himself to his feet, before vanishing in a silver-and-blue blur, leaving a slight dust trail through the gates. Xavier turned his attention to Mystique.

"It would seem that you were unaware of young Pietro's parentage, Raven." Xavier noted. "I apologise, I did not expect that revelation."

"Neither did I." Mystique said. "I admit to being impressed, though. This is the first time that Quicksilver has apparently failed to simply out-pace any security system. You have my compliments, this place is far more secure than I imagined. Is it because of… _him_?"

"Superman?" Xavier said with a smile. "Yes, he has proven himself to be a valuable asset to the Institute. It is because of him that Kurt can attend school."

Mystique nodded slowly. "Then for that, he has my thanks. Please tell him that should he ever tire of this place, the Brotherhood would be overjoyed to have him join."

"Slight problem with that." Xavier smiled. "The Brotherhood is comprised of Mutants, yes?"

"Of course." Mystique said, her voice reflecting her confusion.

"Superman is not a mutant." Xavier said. "He does not have the X-gene, he got his powers a different way."

Mystique froze, her expression shocked.

"So you see," Xavier continued, "He has no reason at all to follow the philosophy of mutant superiority that you and Eric follow. Now, you may wish to return to the Brotherhood, so I wish you good day. And should you ever decide you can no longer follow my old friend, we will be happy for you to join our ranks."

"…thank you." Mystique managed as she turned and strode away. Xavier watched her leave, then turned back to the mansion.

.

"_What?"_

"Xavier just confirmed that Superman isn't a mutant." Mystique repeated into her phone. "Apparently, Superman does not have the X-gene. He got his powers a different way."

"_This is unthinkable!"_ Magneto raged. _"So much power, and he is merely an enhanced_ human_!"_

"That is what it seems like." Mystique said. "He designed the security used by the mansion, security which caught your son."

"_How could that… wait. My son?"_

"Your son, Pietro Maximoff, son of Eric Lensherr and Magda Maximoff." Mystique said. "Xavier was kind enough to inform me of Pietro's parentage when I went to retrieve him."

There was a long silence from the phone.

"Eric, I still follow your lead, but _why_ didn't you tell me?"

There was another long pause before Magneto responded.

"_I was testing my son to see if he could keep secrets. His speed makes him an almost perfect courier for vital messages that I do not want intercepted, but couriers need to be trustworthy."_

"I see." Mystique said thoughtfully. "While he is here, though, whose command is he under?"

"_Yours, of course."_ Magneto responded almost instantly. _"I told him that he is to obey you. It will do him good to learn to take orders from someone who knows what needs to be done."_

"Thank you, Magneto." Mystique said, smiling. "And if he disobeys my orders?"

"_Then punish him as you see fit, my dear. By the way, my sources have discovered another mutant, one who is invulnerable and with great strength. His name is Fred Dukes, although some call him Blob, and his power may help against this… freak. He will be arriving from Texas in a few days."_

.

"Evan, can you come out here for a moment?"

"Sure thing, Aunty O." Even shouted and a moment later he appeared at the back door. "Whatcha want?"

"Come here."

Evan shrugged and walked over. "Okay, I'm here."

"Good." Ororo smiled. "Now, look up."

"Sure." Evan muttered. "What am… I… oh. My."

"Hello." Said the descending figure. "I guess you know who I am."

"S… superman…" Evan managed, astonishment overwhelming him. Superman nodded as he landed.

"Yes. Superman. I heard that you've been offered a place in Xavier's Institute. Since I'm one of the tutors there, I look forwards to helping to teach you to master your powers soon."

Evan stared in shock. "You… teach… at…"

"I do." Superman said. "I primarily help those new to their powers learn how to use them in ways that don't put others at risk. Since I'm almost invulnerable and immune to most powers, it's the perfect job for me."

"When you're not rescuing boats, repairing collapsing dams, re-directing volcanic explosions and so on." Storm interjected.

Evan stared at them for a moment before speaking. "Aunty O, is there a word for those moments where you want to cheer and curse at the same time?"

"Why?"

"Cheer because… it's _Superman_! And I can get lessons from him! That's _really_ cool. Curse because I promised I'd go only if Superman was teaching there, and you didn't tell me that he actually _was_."

"You don't have to go if you don't want to." Superman said, and Even looked at him as if he was crazy.

"And miss being taught by _Superman_? Are you nuts?"

"No, I'm Superman." Came the instant response and Evan facepalmed.

"Walked _right_ into that one."

Ororo started to laugh and Superman smiled.

"I'll probably see you in a few days. Now if you'll excuse me, I promised to take my sister out to the cinema."

Evan stared as Superman vanished into the darkening night, then turned to Ororo.

"Aunty O… Superman has a _sister_?"


	13. Arrival

**Chapter Twelve**

Arrival

.

"Welcome to the Institute." Clark grinned as Evan jumped out of the van. "I'll take your stuff to your room, then I can give you the tour."

Evan looked round with curiosity as Clark, toting the heavy bags as if they were filled with air, led him up some stairs and down a corridor, into a large bedroom with two beds.

"These rooms are designed to hold two people each, but for now it's all yours." Clark said, putting the bags down on the bed. "There's an internet and phone socket by each desk, we have unlimited access due to a deal that we struck with a certain internet provider, although there is a solid firewall in place. If you have your own computer, we can provide advanced anti-viral protection. If you don't, or if it's an old one, we'll provide you with one for use while you're studying here. Feel free to put up posters but if you want the walls a different colour, you'll need to check with a member of staff first. But not Logan."

Evan nodded, his eyes taking in the room.

"Now, if you'll come with me, it's time for you to learn about the mansion and a few of the… less well-known areas. We'll start with the kitchen, you'll probably want something to keep you going and it is my mother's kingdom. If you're in the kitchen, you obey her."

Evan started to laugh, then stopped as Clark looked at him.

"Wait, you're serious?"

"Even Ororo refuses to disobey mom in her little kingdom." Clark smiled. "Heck, even Logan refuses to do anything that would put his access to the cookies at risk."

Evan stared at him.

"What?"

.

"…and this is the Medical Wing." Clark said as the door they were approaching slid silently open. "It is larger and better-stocked than the emergency room above, in fact it is better-equipped than a high-end hospital. It is here that we can perform real-time scans all the way down to the quantum level."

Evan whistled in appreciation.

"This is the facility that Logan and I used to revive Steve Rogers, Captain America. I'm sure you remember the media circus about that?"

Evan nodded. "Yeah, proof that Superman existed, and a message that he preferred to avoid publicity for now, but would continue to help whenever he could. You could. I mean…"

"I know, it can be a bit confusing." Clark laughed. "Now, you'll hopefully never have to make use of this facility, but it's here in case we need it. Now, if you come with me…"

.

"Whoah!"

Clark smiled at Evan's expression.

"The Blackbird. A highly-modified SR-77 stealth jet, modified to be faster, stronger and more agile. It boasts advanced scanners and VTOL capabilities. You can see the hangar-entrance over there, it's covered by a hologram that looks solid from the outside."

"Whoah." Evans repeated, moving round for a better view. A moment later, he half-turned and his eyes got even wider. Clark followed his gaze and smiled.

"Just after I joined, Xavier managed to locate and purchase the test-frame for the SR-90. In my spare time, I've been working on incorporating certain technologies into it. Once it's completed, it should be capable of going into orbit."

Evan stared at the half-completed silver-skinned plane.

"We call it a Javelin." Clark added. "It's kind of something I've been tinkering with. Still got to finish the power core before I can do much more with it."

Evan nodded, obviously not paying much attention as his eyes drank in the flowing lines of the incomplete aircraft. Clark smiled and waited a few minutes before coughing to get Evan's attention. "Okay, moving on…"

.

"…and this is the Danger Room." Clark said. "Here we can duplicate any environment for training purposes, from deep rainforsts to uptown New York. By means of hologaphic technology, energy fields and specialised drones, we can let you go up against any adversary in order to hone your skills. And should you wish to use it outside simple training, you can program your own scenarios."

"So… this is a Holodeck?" Evan slowly asked, looking round at the crytalline walls with interest. Clark nodded as he caught the reference.

"Yep, pretty much. We generally use it for combat training, though. Here, you can go all out without worrying about hurting anyone or suffering more than minor bumps, bruises and scrapes."

"One question." Evan said, still looking round. "What's up with all the bling?"

"Bling?" Clark repeated in confusion.

"Bling. The walls are _covered_ in jewels."

"Oh, the crystals!" Clark realised. "Well, have you heard of molecular circuitry? These crystals are computers. Well, they're also sensor arrays and holographic emitters, as well as a few other things, but they aren't _bling_."

"Whoah." Evan breathed. "This is stuff right out of Star Trek!"

Clark paused. "I… never thought about it that way before. Anyway, while we're here, do you want to try a basic general training programme? Just to get an idea of what the system can do, you understand."

"Hell, yeah." Evan grinned, flexing his fists and extending bone blades from his forearms. "This is gonna be so cool! Bring it on!"

.

"…and that ends the tour for now." Clark said, leading Evan towards the kitchen. "There are other areas you haven't seen, but to be honest, you don't need to know about them yet."

"This place is cool." Evan grinned. "If I'd known how cool it was, I'd never have made those comments about not wanting to come."

"And by now, everyone should be back from school and assembled for cookies, so it's time for you to get a snack and meet your fellow students. Hello everyone."

A chorus of greetings sounded, then Evan's eyes widened as a dark-haired girl with a white streak in her hair grabbed Clark and hugged him, a hug which he returned.

"Hey, sis. How was school?"

"You… _you're_ Superman's sister?" Evan gasped in shock and the girl looked at him.

"Adopted. Ah'm Rogue, Ah drain tha powahs o' otha mutants when ah touch 'em. Clark's tha only one immune ta mah powahs, so his motha Martha adopted meh. And school was fahne, big bro."

"Good to hear." Clark said, letting Rogue move to beside him and wrapping an arm around her. "As Rogue said, skin contact lets her borrow the powers and skills of others, but more than a few seconds can start to cause problems for others. Everyone, this is Evan Daniels, Ororo's nephew. No codename as yet."

"Spyke, with a Y." Evan said and Clark looked at him curiously. "What? I've been thinking about it all day, and given what I can do…"

"Good point." Clark said. "Evan, also known as Spike, can create and launch bone spike projectiles, As his training progresses, we hope to find other ways he can use his power. Evan, from the left, we have Scott Summers, the senior student here, Kurt… Kurt, you can drop the disguise."

Evan managed not to gasp as the boy seemed to ripple, his skin turning blue and his entire outfit changing.

"Almost permanently attached to Kurt is his girlfriend Amanda Sefton, she's not a mutant but she cares about Kurt deeply, so she's always welcome here. Next we have Kitty Pryde and then Jean Grey. I'll let you find out their powers and codenames, think of it as a way of introducing yourself."

Evan nodded and walked over to Kurt. Offering his hand, he exchanged handshakes with both Kurt and Amanda.

"Evan Daniels, Spyke. Bone claws. Clark forgot to mention your last name."

"Kurt Vagner, zhe amazink Nightcvawler! Unt zis engel iz…"

"Amanda Sefton, his girlfriend." Amanda said, shaking Evan's hand firmly while her other arm curled possessively around Kurt's shoulders.

"I'm impressed." Evan said. "Kurt, you are the luckiest man on earth."

"Ja." Kurt nodded. "Chicks dig ze fuzzy dude!"

Evan's grin widened as Amanda nodded with a laugh at what was obviously an inside joke, then he turned and looked up.

"So you've met our resident teleporter." The man said. "Scott Summers, Cyclops, concussive optical blasts." At Evan's expression, Scott sighed. "I fire lasers from my eyes."

"Whoah!" Evan gasped. "That has to be the coolest power _ever_!"

"Yes, except for the fact that I can't turn it off." Scott said, causing Even to stare at him in shock. "I wear special glasses or a special visor to stop me accidently destroying everything I try to look at."

"That must… suck." Evans said. Scott nodded and Evans turned to the next person.

"Kitty Pryde, Shadowcat. I can go straight through anyone or anything except Clark and certain types of Kryptonian tech."

"Crypt-what tech now?"

"Kryptonian. You know Clark's an alien, right? From the planet Krypton?"

Evan froze and Jean laughed. "Kitty, I think you just broke him. Let me explain. Jean Grey, Miss Marvel, although I hardly ever use that name, telekinetic and telepath. Now, Clark was born on the planet Krypton. However Krypton was destroyd, but not before…"

.

"Everyone, this is Fred Dukes, sometimes called The Blob." Mystique said. "He agreed to join the Brotherhood and I want you to make him feel welcome. He's got super strength and is virtually impervious to damage. Blob, meet Quicksilver, Toad and Avalanche. Quicksilver is our resident speedster, Avalanche can create seismic events while Toad may one day prove to be adequate at hand-to-hand fighting. He can leap fairly high, stick to most surfaces, has a… yeeuch… long tongue and can spit slime."

"Hello." Fred rumbled. "What's for dinner?"

"We were about to order chinese." Lance said, looking up at Fred's size. "We'll increase the order. And welcome to the Brotherhood."

Fred smiled. "I think I like this place."

"Lance Alvers." Lance said, offering his hand which was swallowed up in Fred's much larger hand. "Those two are Pietro Maximoff and Todd Polanski. Todd's technically the first of us, but in the field, we answer to Mystique or whoever she designates, usually Quicksilver or myself. Now, while Quicksilver goes for Chinese, Mystique was kind enough to give us some files on those opposed to us. We store them here, but I must warn you about one of them in particular. Superman isn't a myth, and he's one scary person. _Don't_ go up against him without backup, preferably Quicksilver…"

"Woah, wait a minute." Fred said. "Superman is _real_?"

"He's a teacher at the Xavier place and he ain't a mutant. He's an enhanced human," Lance shrugged, "but he's normally elsewhere rescuing people and fixing things, so we generally don't have to worry about him. In addition, he dislikes hurting people, so if you do end up going up against him, you'll come out alive."

"Thank god." Mystique whispered, earning a glance from Pietro just before he vanished out of the door.

"Our orders regarding him are simple. Toad and I are to retreat unless we have backup. He can fly, so my powers are useless against him. Quicksilver and you haven't matched up against him yet, so we provide backup should you go up against him. Hopefully, you're stronger and Pietro's faster, but we don't know yet…"

.

"Hi, mom." Evans grinned into the camera of his new computer. On the screen,his mother smiled back at him.

"_Hi, how did your first full day go?"_

"Oh, it was amazing!" Evan grinned. "I am _so_ going to love it here, even if Clark insists that I have to keep my grades up if I want to play my computer games in the Danger room."

"_What do you mean?"_ Vivian asked, her curiosity evident.

"Think Star Trek holodeck, mom." Evan grinned. "Clark came up with some really cool programming that lets me play my games… as the main character! Means I can play as Tony Hawk and shred through the levels, pulling huge air and massive tricks. Man, normal skateboarding is _tame_ compared to that."

"_Sounds like you're having fun."_ Vivian smiled and Evan nodded.

"Heck, yeah. I'm starting at Bayville High tomorrow, so new friends, new scenery… I'm really looking forwards to it!"


	14. Publicity

_Author's Note – I don't own Superman, the X-Men or anything claimed by Marvel or DC._

_Also, we are getting close to the end of my partially-written-in-advance chapters, so expect the pace of updates to slow somewhat. Sorry._

.

**Chapter Thirteen**

Publicity

.

"_So I was wondering that since NASA has no space shuttles available to help us, do you have any idea about what to do?"_ Clark heard as he opened the door to Xavier's office. Xavier looked up and waved him in.

"Could Tony Stark help, I heard that he has several new shuttles."

"_I've already contacted him."_ The man on the computer screen sighed. _"Iron Man and Doctor Doom had another of their… disagreements, it'll take at least four days before even one shuttle is repaired enough for use. By then, Outpost One will be hitting the atmosphere."_

"What's happening?" Clark asked and Xavier looked up.

"The recent meteor shower damaged Outpost One, a spoace station being used by the Fantastic Four and Stark Industries to test out new technologies prior to their release. Currently, the station is dropping out of orit and will hit the upper atmosphere in…"

"_Three days, seven hours and forty two minutes. Thor tried to get up here to help us, but even someone of his power level can't operate outside the atmosphere for long."_

"Indeed." Xavier said. "Doctor Richards is an old student of mine from Harvard. I'm honoured that he called me for help, but…"

"I was coming to tell you that the Javelin is ready for it's test flight." Clark said with a smile. "Where are the spare parts you need being stored?"

"_Stark Enterprises has them at Stark Aerospace. Why?"_

"Get them ready to load the parts, I'll fly the Javelin over there, then get the parts up to you." Clark said, turning to the door and tapping the small badge that he had (with Evan's eager input) created. "Cyclops, Wolverine, either of you available for a mission?"

"Clark." Xavier said from the doorway. "You know that this _will_ lead to the public getting proof of the existence of mutants?"

"No, it won't." Clark grinned. "That's the beauty. All it will reveal is that Logan is still around, Superman is real and that they have a third member of their team, all of whom are helping the Fantastic Four. They'll simply assume that we're more enhanced humans, like them. And it'll build some goodwill for the future."

Xavier nodded slowly. "I see. You make good points. Very well, good luck."

.

"…_as yet there is no sign of any craft being brought out to deliver the gathered equipment to the damaged space station Outpost One."_ The reporter said, facing the camera. _"A recent statement from Tony Stark has confirmed that transport will be provided, and from here, we can see Tony Stark himself and the famous figure of Captain America, the hero brought back from death by the enigmatic and mysterious Superman. Wait, what's that… There, there, there! tI's a plane, but what a plane it is!"_

The assembled members of the Xavier Institute (and Amanda) watched intently as the camera swung round and up, zooming in on the approaching plane. The silver three-engined plane swooped overhead almost silently, then it banked and slowed, the downswept forward-curving wings rising around the engines incorporated into the wings themselves, rising up and over until the tips of the wings halted barely two meters apart, the same height as the tail. A moment later, the plane hovered in mid-air, then started to descend, landing wheels extending as it did so.

"_What… is… that?"_ The reporter breathed as the plane landed. _"It's like nothing I've ever seen before, curved wings, smooth silver skin… large mirrored viewports… wait, a ramp is descending and three figures are coming down. I've just been told that we've been given another feed by Stark Enterprises, we're going to it now."_

.

"Superman! Wolverine!" Steve grinned, striding over to the trio and shaking their hands. "And who is your friend?"

"This is Cyclops." Superman smiled as Steve turned and offered his hand. "He can generate and fire concussive and thermal blasts, plus he's a good pilot who is fully trained to fly the Javelin."

"That is an amazing plane." Came another voice. "How much for it?"

Superman turned. "Tony Stark, I assume? I'm afraid the Javelin isn't for sale."

Tony nodded slowly. "I see. With your permission, I'd like to send my bodyguard, Iron Man, with you. His newest armour is space-capable and has the station schematics uploaded. I have business to attend, so I'll send him out."

Clark watched him leave, then turned to face the pile of equipment. "Shall we?"

"You grab one end, we'll grab the other." Steve said. "Let's get this thing on board."

.

"Nice aircraft." A metallic voice said and Clark looked round to where their newest guest was entering through the cockpit hatch, closing it behind him. A device on his belt vibrated and Superman narrowed his eyes, then concentrated.

"I thought you were sending a bodyguard, Tony, not coming yourself."

The armoured figure froze, then his helmet opened and Tony glared at him.

"How the hell did you figure _that_ out?"

"You were trying to scan the Javelin." Clark shrugged. "I merely returned the favour. Now, if you can please sit down, we can launch. Cyclops, we have a full complement and are ready to go."

Tony sat down and glanced at the belts moving to secure him, then over at Superman who was sitting just across from him.

"Care to tell me _how_ you negated all my scanners?"

"Advanced technology." Clark said. "I used molecular circuitry."

"And the jets? Even I know that they're not normal jet engines, especially since jets can't get us out of the atmosphere."

"The _jets_ are… I think the best way to describe them would be _reality catapults_. They fasten briefly onto the probablility bobbles that the universe is built from, and use them as leverage to propel the Javelin. It does mean that agility decreases as the speed rises above mach three, while the craft can't exceed more than point-six lightspeed. Having three of them, mounted a third of the way down each wing and halfway up the tail, allows for full maneuverability even in space, where there's no air to help steer."

Tony stared at him in near-shock and Steve turned in his seat to look back at them. "First time I've seen anyone shut him up. You realise that he'll be trying to duplicate the things you've described, don't you?"

"It'll keep him out of mischief for a decade or so." Clark grinned as the Javelin rose and hurled itself into the sky.

.

"…_and we have now finally confirmed that Superman does indeed exist!"_ the reporter said excitedly. _"Wolverine is listed as being an ally of the newly-formed Avengers, but this new hero, Cyclops, is still a mystery, we do not know _how_ he is linked to the two who were responsible for the return of one of the greatest heroes of our time."_

Magneto sat watching the screen. Although his face was expressionless, his clenched fist and the lump of shapeless metal that had once been his desk testified to his anger.

"_Now, Captain America, Iron Man, Superman, Wolverine and Cyclops are heading into space to help to save the damaged Outpost One. With all the required replacement parts and no less than nine powered individuals including the Fantastic Four who are currently aboard the space station, it is almost a certainty that the station will survive."_

"Humph." Sabertooth snorted. "Short stuff in space? As soon as he pops his claws, he's dead meat."

Magneto blinked and looked at him curiously.

"Hey, even his healing power won't let him recover from dying form lack of air." Sabertooth shrugged. "And his claws would rip open his space suit."

"That… is an interesting point." Magneto said slowly. "I hadn't thought about that."

"Heh, and people think I'm here only for my brawn." Sabertooth grinned as they turned their attention back to the screen.

.

""Tony, your suit is fully space-capable, yes?"

At Iron Man's nod, Clark turned to face the others and held out a box which he opened up to reveal a half-dozen silver armbands emblazoned with the crest of the House of El as well as an X inside a circle.

"Take one and put it on your left arm, on your bicep." He said. "These are nano-suits, they can provide protection against vacuum comditions for up to six hours before needing to recharge. The nanites are stored in the Crest of El, the power systems are in the X-men icon. To activate the suit, tap the House of El icon twice, to deactivate, do the same, although it'll only deactivate either when it runs out of power or if you're in an atmospheric environment."

Steve took the proffered armband andslid it on. Looking at it curiously, he double-tapped it and his eyebrows rose as what appeared to be a silvery liquid flowed out of the band, covering his entire body while forming around his head like a helmet, the visor clear."

"Once deployed, the suits provide life-support, communication capabilities and basic readouts." Clark said. "I do have more advanced space suits, but given that we shouldn't be in space for more than a couple of hours, I figured that these would suffice. Cyclops, The suit will attach to your visor, allowing you to use your powers, Wolverine, similar thing for your claws. Here are harnesses containing maneuvering thrusters and attchment points, if you activate the suit while wearing them, the suit will incorporate them into itself."

Steve deactivated his suit, donned one of the harnesses and reactivated it. Looking down, he stroked the harness and nodded, before deactivating the suit once more.

"Very impressive, Superman. I've never seen anything so advanced before." Tony said, his face showing his focus and determination, his normal teasing expression in abeyance. "Cyclops, how long before we dock?"

"On final approach now." Cyclops said. "Iron Man, Superman, I suggest that you both get out and check that the damage is what we think it is. Reed says that he, Ben and Johnny are about to suit up and will be ready in about five minutes."

Tony nodded as his face-plate dropped into position, the optical scanners set into his mask glowing. Superman tapped his belt and his silver suit deployed.

"No arm band?" Iron Man asked.

"Integrated space suit." Superman responded as he led Iron Man to the airlock. "Since I don't need the maneuvering harness, I was able to make a few tweaks to my outfit."

"Interesting."

.

"…_and we are now switching to the external feed of Outpost One, and we can see the approaching spaceplane, the Javenin, approaching the space station. It would appear that the Javelin has deployed… it's Iron Man! Iron Man is currently approaching the station, along with a silver-clad figure… Superman! Iron Man is using some sort of modified repulsor to fly but Superman seems to be flying through space with ease. They're circling the station now."_

Nick Fury took a small sip of the cooling coffee that one of his aides had given to him earlier as he watched the news-feed in the main display screen on the Helicarrier bridge. The faint rumbling of the quartet of turbines that kept the Helicarrier aloft seemed to somehow enhance the tension.

"_It looks like the Javeling is moving closer, it must be starting the final docking procedures."_

"Whoever that pilot is, he is showing incredible skill." Agent Coulson noted and Fury nodded.

The image on the screen seemed to shake for a second, then it zoomed in on the front of the Javelin.

"_It looks like Cyclops is currently the pilot."_

"That plane has artificial gravity!" Fury said, his eye intent. "Logan just rose and walked to the back."

"Interesting." Coulson agreed. "I've been reviewing the data from the plane's takeoff, it wasn't using either directed turbine thrust or repulsors. In fact, if I didn't know better, I'd swear that it was using some sort of anti-gravity device."

"You're right." Fury said slowly. "That _is_ interesting…"

.

"_Good news."_ Superman said over the radio. _"The damage isn't as bd as anticipated, it looks like the impacts dislodged a couple of the fuel pipes and power cables. Iron Man and I have scanned them and are re-attaching them now. We'll still need to replace a quarter of the primary pipes and three of the secondaries, aswell as patch a couple of holes, but that should be no problem."_

Reed Richards nodded as he glanced at the other two in the airlock. Getting a thumbs-up from both of them, he triggered the air pumps and hit his communicator.

"Understood, Superman. We are beginning evacuation of airlock now, we'll be out in about two minutes."

"_Excellent. Iron Man and I are starting the repairs now, Wolverine and Captain America are moving to assist."_

"Pressure down to fifty percent and dropping." Reed said. "We should be out soon."

"_Cyclops to all hands, performing final docking maneuvers to airlock three now. All hands, stay clear."_

"Did you get that, Sue?"

"_Final docking maneuvers at airlock three, confirmed."_ Sue's voice sounded over the comm closer to the station. _"Cyclops, I read you closing speed at six centimeters per second at this time."_

"_I read it as five point nine two."_ Cyclops said. _"Double-checking now, coming up to penultimate braking burn… now."_

"Reed here,airlock now reading zero, repeat, zero pressure." Reed said, glancing round to see the other two giving a thumbs-up. "Opening outer airlock hatch, preparing for extra-vehicular activities."

"_Glad to have you join us." Superman said. "Iron man, I think that's the heaviest things dealt with, you keep fixing, I'll pull back and start circling since I don't use thrusters and having a Dutchman incident at this point would be a bad move."_

Ben grinned as he slowly swung out of the airlock, absently attaching a safety-line to the attachmant points by the airlock exterior. "Superman, excellent idea. Reed, Flameboy and I are coming to help now."

"_Understood."_

.

Xavier looked over his steepled fingers at the trio standing in front of his desk.

"I must admit, Clark, your idea did cause me considerable worry at first, but it seems to have worked very well. I must ask, though. You kept seeming to defer to Scott out there. Why?"

Clark gave a slight shrug. "My presence has been suspected for years, and it was pretty much confirmed when Logan and I revived Rogers. What I've done is to make people think that I answer to Scott, making him seem to be the leader of a team that includes me. That in turn means that when Scott finally leads the X-men that you are putting together, people will simply assume that it's another team of superheroes like the Avengers. And when the existence of Mutants is finally unveiled to the public, they'll think of Scott and the X-men as heroes first, mutants a distant second. They'll be so used to trusting them that the whole mutant issue will seem… laughable."

Xavier nodded.

"Well thought out. I agree completely. But the public will expect to see him again."

Scott shrugged. "We'll still keep a low profile, Professor. But with this, we've reduced the potential consequences should we slip."

Xavier nodded again.

"Very well, gentlemen. Good job."


	15. Backlash

**Chapter Fourteen**

Backlash

.

"…_and the fact is that we need to know who these so-called heroes really are and what they can do!"_ snapped Edward Kelly. The host of the show nodded slightly as the senator continued his near-fanatical diatribe. _"The so-called Fantastic Four at least have the willingness to refuse to hide behind code-names and masks the way some so-called heroes do, but others like Iron Man? He could be _anyone_ underneath that helmet! How do we know that he, if it is a he, is even a patriotic, god-fearing American? Then there's the aliens like Thor, we all know that he's a good person, but his brother? And what about the rest of his kind? They were once seen as gods, what's to stop them trying to be worshipped as gods again?"_

The Brotherhood looked at each other.

"_He_ is going to be a problem." Quicksilver snarled. "When he finds out about us mutants, how we're born with our powers rather than getting them in some freak accident or scientific process, he's going to go completely mental."

"He also has a stake in a certain building company run by his cousin." Mystique said as she walked into the room just in time to catch Pietro's comment. "A company that happens to be building a new Mall near New York. Magneto suggested that we… _amuse_ ourselves there tomorrow night."

"All right!" Todd exulted. "You hear that, big guy? A chance to let loose and do some serious damage!"

"And the more damage, the better." Mystique confirmed. "Between you and Avalanche, not a wall will be left standing."

Lance smirked as Fred nodded slowly. "We won't kill anyone, will we? I don't want to kill."

"And that's why we're going in at night." Mystique said reassuringly. "We simply knock out the guard and flatten the buildings."

"And get to use our powers!" Lance laughed before turning back to the screen where Senator Kelly was expounding his views.

"…_need a registration act for these _people_ so that they know that they will be held accountable for their actions. We need to know their powers and how they got them, who they are behind their masks and we need to know as soon as possible!"_

Fred glared at the screen. "I really don't like that man."

"Then let's kick him in the coin-sack." Mystique smirked.

Everyone else winced and cupped their groins protectively.

.

The moans and protests of the bound and gagged guard were lost as the main wall slowly descended, sweeping from vertical to horizontal as Fred braced himself and pushed against the main support strut. A moment later, the ground shook beneath him and a second wall fell into mangled wreckage.

"This is fun!" Lance shouted, his face covered in a grin as he emerged from the cloud of dust. "It's great not having to hold back!"

Mystique smirked as she surveyed the shattered wreckage of what had once been a partially-completed mall.

"You have all done an excellent job." She said, and the quartet of youths straightened up, their faces beaming with pride. "You have struck a blow for mutantkind and I am proud of you. Now come on, it's time to get back before the guard wakes up."

"See you back home." Quicksilver smirked, then he blurred into the night. Lance shook his head.

"Show-off."

.

"…and the entire mall-site was just _flattened_!" Kitty gasped as they made their way back towards where Jean had parked. Rogue just nodded as she tried not to drop any of the dozen bags that she was carrying, only three of which were actually hers.

"Wow, Kitty. Did you leave anything for anyone else?" Jean said jokingly from where she was approaching, causing Kitty to blush brightly.

"Hey, Kitty." A familiar voice said and Jean, Rogue and Kitty froze before Kitty slowly turned.

"Lance." She said coldly.

"I was wondering where Clark was." Lance grinned, flexing his fingers as the other three members of the Brotherhood moved from his side to surround the three girls. "You see, we want a little match with him. Isn't that right, guys? Guys? What the hell?"

Kitty, Rogue and Jean looked round in confusion at the empty spaces where the other members of the Brotherhood had been standing, then back at Lance.

Or rather where Lance _had_ been standing.

"Oooohhhkaaayyyy…" Jean said after a long, introspective moment. "Are you as freaked out about this as I am?"

Kitty nodded, twitching as she fought the urge to look round.

"Do we run?" Rogue asked quietly.

"No." Jean said firmly, only the slightest quaver in her voice. "But let's walk back to the car and get back to the mansion. Now."

Kitty nodded.

.

"What the hell?" Lance shouted as he regained his balance. "What the hell just… Pietro?"

Pietro was stood absolutely still, mumbling something. Lance nervously moved closer to listen to him.

"…so fast, so fast, so fast…"

"He's outta it." Toad said, moving to go back-to-back with Lance. Fred looked round, his eyes wide as Mystique seemed to appear out of nowhere, looking totally freaked out as something dropped her in the middle of the destroyed mall-to-be.

"Lady and gentlemen, I expect you are wondering why I summoned you here today."

All eyes snapped round to where Superman was slowly descending to ground level, an amused smile on his face.

"It has come to my attention that you were rather… naughty last night, as proven by what you see around you. Quite a few people may have suffered some financial hardship because of you."

"Like Senator Kelly?" Lance snarled and Superman froze before nodding slowly.

"Ah, now I see. Certainly an interesting way to strike back at one who hates those with powers." Clark said. "But I must ask you not to do it again, many people depend on earning money from things like building malls. By destroying their livelihood, you're hurting those who might otherwise want to help you."

Lance snarled and threw a stone at Clark. Clark raised an eyebrow as the stone bounced off him.

"Toad, slime him!"

Toad spat a glob of slime at Superman and Mystique gasped as Superman's eyes briefly glowed red. The slime seemed to disintigrate into a wisp of smoke. Undeterred, Toad leapt at Superman, only to be caught and held at arm's length.

"Eheheheheh… ooops?"

"Oops indead." Deadpanned Clark as he dropped Todd, who scrambled away from him. Lance snarled, but didn't make a move while Pietro just stared at him, wide-eyed.

"Quicksilver!"

"He… he's faster than me…" Pietro managed in response to Mystique's command. "He moved so fast…"

Mystique's eyes widened for a moment, then she strode over to Pietro and lightly slapped him.

"Pull yourself together! He's fast, so are you! And there's four of us! Blob, crush him!"

Fred growled and stepped forwards, accelerating as he charged towards Superman. Superman waited until almost the last second, then dodged aside, letting Fred stumble past him.

"Olé!"

Fred stumbled to a halt and turned to find that Superman had taken off his cape and was waving it as if he were a matador.

"Toro! Toro!"

With a howl of rage, Fred charged forwards once again, his fists flailing as he tried to land a blow on his opponant. Superman simply spiralled out of his path, whipping the cape so it passed over Fred's head.

"Hold still so I can pound you!"

"Well," Superman said, reattaching his cape, "Why didn't you say that in the first place?"

With a roar of fury, Fred swung his fist at Superman…

…only for Superman to effortlessly catch it.

Everyone froze in shock for a moment, then Pietro blurred forwards…

…and Superman snatched him up and held him at arm's length.

"Not now, kid. The big guys are talking. You're quite strong."

"I'm… the… Blob… I'm… inde… struct… able!" Fred grunted, trying to push through Superman's grasp. Superman raised an eyebrow.

"That is a very impressive power to have. Have you tested it?"

"Yeah." Fred gasped, giving up on his attack and stepping back, massaging his hand. "I feel the impacts, but I don't bruise and I don't burn. No punch, gun or bomb can stop me."

"Nice." Superman said appreciatively, then he blurred over to where Mystique was standing and dropped Pietro on the ground before re-appearing in front of Fred, who swung a beefy fist at him.

The sound of the impact echoed across the construction site and everyone stared at Superman.

"He… didn't even twitch!" Todd gasped as Fred slowly lowered his fist. An instant later, Fred had grabbed Superman and tried to squeeze him. Instead, Superman patted him lightly on the back.

"It's alright, you tried your best."

Fred stepped away from Superman, his face red with a mixture of embarrasment and anger as Todd and Lance both tried hard not to laugh, then he charged forwards, trying to tackle the man who was annoying him.

"Olé!"

"Ggggrrrraaaaarrrrgh!"

Mystique facepalmed as Fred measured his length on the ground, then she sighed.

"Fred, enough. He's too strong and too fast. Back to the house, boys. I'll cover you."

Fred picked himself up and joined the other three. As they walked away, he snarled at Superman.

"This isn't over, I'll flatten you next time!"

Mystique shook her head and slowly approached Superman.

"It's alright, I don't bite. Usually."

A small smile twitched at one corner of Mystique's mouth before she caught herself.

"You realise that I'm going to have to try and repair both Fred and Pietro's egos? Fred finally met someone stronger than him, while Pietro seems to be in shock at how fast you can move."

Superman gave a slight shrug. "Isn't it better they learn their limits against someone who bears them no true ill will, rather than against someone who is actually trying to kill them?"

Mystique nodded slowly.

"How are Rogue and Kurt doing?"

"Both doing very well." Clark smiled, noting how Mystique seemed to relax slightly at the news. "Kurt's very happy with Amanda and Rogue's learning how to cook properly."

"And the smile is because…?" Mystique prompted. Superman laughed.

"Kitty joined the cooking lessons. She managed to burn the salad and set a saucepan of water aflame. Mum declared her a natural disaster area in the kitchen."

.

Mystique entered the room and looked round, seeing the quartet slumped in various chairs while Fred had the sofa to himself. Pietro looked up with a glare.

"How fast _is_ he? When he grabbed us and took us to the building site. I felt him almost break the sound barrier. Even_ I_ can't do that!"

"Yet." Mystique said and Pietro nodded slowly.

"He's stronger than me." Fred grumbled. "If he'd wanted to hurt me, I'd be in real trouble."

"Yeah, and his eyes are freaky!" Todd exclaimed, causing the others to look at him. "He just _looked_ at my spit and it boiled away!"

"Some sort of heat-vision, perhaps?" Lance mused. "Is there a power that he _doesn't_ have?"

Mystique shrugged. "Look on the bright side, at least he doesn't _want_ to harm us physically. With his speed _and_ strength, he could easily kill us all if he got angry."

Everyone exchanged glances before Lance spoke.

"How the hell do we _stop_ someone like him? It isn't possible!"

Pietro nodded slowly, his face still showing echoes of his earlier fear and fury.

"Mystique, will you tell Magneto about this? He might have an idea or two on how to deal with that flying bastard."

.

"How was your shopping trip?"

"It was fahne, except for tha endin'." Rogue said and Kitty nodded.

"The Brotherhood confronted us, then they just vanished!"

"That was my doing." Clark smiled at them. "I used my flight and speed to… take them away and teach them not to try to pick on you again. I know you could have handled it, but there were quite a few potential witnesses around, so…"

"Thank goodness." Jean said. "I was nervous about what it could have meant with Duncan and I going out tonight. Speaking of which, I need to get going."

Clark gave a shrug and smile as he hugged Rogue to his side. "Glad I could be of help. I don't think they'll bother you any more, but if they do, feel free to call for help."

"Thanks!" Kitty said with a wide grin. "We will!"


	16. Plans & Conspiracies

_Author's Note – All characters are owned by DC and Marvel._

_This is a slow chapter I'm using to set up certain plot-threads. Some will come into play in this "season", more in "season 2" when/if I get round to doing it._

_Apologies for the lack of ass-kicking._

_._

**Chapter Fifteen**

Plans And Conspiracies

.

"Report."

Boliver Trask looked at the screen and the man on it, the man who had contacted him and alerted him to the newest threat facing humanity.

Mutants.

"We have managed to copy many of SHIELD's records on known mutants and enhanced humans." Boliver said calmly. "SHIELD are attempting to get as much information as possible on each new powered individual as they become known. Due to his links with known-mutant Wolverine, Superman is tentatively designated as mutant pending confirmation. Similarly the one known as Cyclops is also tentatively designated as a mutant for the same reasons."

"But SHIELD hasn't confirmed it yet?"

"No, Mr Creed, they haven't." Boliver said.

"And the other project?"

Boliver smirked. The project was his personal contribution to cleansing the Earth of the scourge known as Mutants, the filthy scum whose DNA was twisted, giving them powers denied to true humans. The bastards whose twisted abilities were a warped mockery of the powers of the Enhanced Humans.

"The Sentinel Project is currently entering final designs and technology testing." Boliver replied. "The debris SHIELD recovered from that fiasco at the World Expo, the so-called Hammer Drones, have come in very useful. We've been able to adjust quite a bit of the technology used and the ARC reactor we managed to salvage and repair means that we can duplicate it and use it to power the new Sentinels, giving us greater power potential. With a bit of fine-tuning, the Sentinels will be three times more powerful than originally planned, and will be able to deploy for ten times longer between refuellings. Maybe longer, if we continue to tweak the design a bit. I have several operatives working on that now."

"Excellent." Graydon Creed gloated. "And the mutation-scanning systems?"

"We had an… unexpected breakthrough." Boliver shrugged. "We were seeking a way of using the X-gene itself to identify mutants, but that would have required at the very least, skin-samples or blood-extraction. Not very good from a public-relations viewpoint. Then, while we were disecting one of the test subjects, we discovered something very interesting."

"Go on." Creed prompted after Boliver paused.

"Bio-energy."

Creed tilted his head slightly, one eyebrow cocked inquisitively.

"The Bio-energy produced by mutants is measurably different from that of nrmal humans. It has a… a different pattern. In fact, we believe that we can probably get the scanners sensitive enough to find the mutation fluctuation in those who have yet to activate their X-gene, although if we do that, we may not be able to engineer the scanners down into the volume set aside in the design for them, and they will undoubtably be too delicate for use in a combat zone."

Creed stared at Boliver, a slow, evil grin spreading across his face.

"You are saying that not only can you detect active mutants, you can detect their damned spawn _before_ they develop the ability to wreak havoc?"

"We believe so, sir." Boliver said slowly and Creed began to laugh.

"That is excellent, Boliver. Absolutely excellent! I expected great things from you, but you have already more than exceeded my wildest dreams!"

"Sir?"

"Oh, develop the spawn-scanner by all means, Boliver. After all, the best way to destroy an infestation is to strike at its source. But it won't be needed for a front-line Sentinel, the normal scanner will be more than sufficient for that. The spawn-scanner can be deployed at schools and hospitals where it can check as many people as possible, weeding out the mutie scum from the true humans."

Boliver nodded. "An excellent point, sir. My apologies for not considering it myself."

"Oh, not at all." Creed said magnanimously. "What you have achieved is so far beyond what I had hoped for that you have nothing at all to apologise for. I know that I wouldn't be able to even know where to _start_ working towards what you have created. Please, develop both, the X-gene scanner for the Sentinels and the spawn-scanner for use in buildings and possibly mobile mountings like lorries, tailers or even cars, depending on how fragile they are."

"We may be able to get the active-gene scanner downsized to a point where we can fit them into a mounting similar to nightvision goggles, although the detection range will undoubtably be limited, ten meters is our current estimate."

"Boliver." Creed breathed, his grin widening. "Once again, you go beyond what I had expected. Words cannot describe how proud I am of you, how impressed I am with your work and dedication to the cause. Continue with the scanner projects. Should you need to prioritise, the Sentinel comes first, the goggles second, but I am certain that you will continue your miraculous streak."

.

"Xavier."

Charles looked up with a raised brow at the eyepatch-wearing black man who was standing just inside his door.

"Nick Fury, how may I help you?"

Fury strode across the room and sat down on front of the desk,his eye fixed on Charles.

"I came in person. My superiors do not know I am here, and they will not learn about this meeting or anything that happens in it. I have a warning for you, and a query at the same time. What have you heard about the _Friends of Humanity_?"

Xavier paused, his brow wrinkled in thought as he searched his memory.

"I… do not believe they have ever come to my attention before."

"They will." Fury stated. "Despite their name, they're a mutant hate group."

"That is… worrying." Charles admitted. "I thought that the existence of mutants was still a secret. I do not believe that humanity is ready for that knowledge yet."

"Society is still adjusting to the rise of the super-heroes." Fury admitted. "What your people did, what your ally Superman did, reviving and returning Captain America, has built up a considerable amount of goodwill. Superman doing all those rescues around the globe helps as well. Is he one of your students?"

"I can assure you that Superman is not one of my students, nor does he study at the Institute." Charles replied absolutely truthfully. "I must, however, say that I am aware of his civilian identity, although I promised to keep it a secret, and I approve of the things that he does."

"Reed Richards asked if he was interested in a position." Fury grinned. "Your ally Kal-El has been given an open-ended invitation to join the Fantastic Four, turning them into the Fantastic Five. I'd like for him to join the Avengers if possible, having another flight-capable operative on the team would do wonders for tactical flexibility."

"I shall relay both offers to him, but I believe that he is happy with his current position." Charles said calmly. "He has expressed an interest in helping to train a group that I have had my eye on, I believe that you already know two of the members."

"Wolverine and Cyclops." Fury nodded.

"Logan enjoys his weekly spars against Superman." Charles smiled. "He has yet to win, but he's lasting longer."

Fury's face lost all expression for a moment, and Charles could _feel_ his thoughts lock up. After a minute and a half had passed, Fury managed to speak.

"Logan… _loses_… to… Superman? How?"

"Kid's talented." Logan responded from the doorway. "Humble about it, too. He holds back to give me a chance. Not too much, though."

Charles had to call upon all his years of self-control to not burst out laughing at the expression on Fury's face.

Complete, total and utter shock.

Once again, he could _feel_ Fury's thoughts almost halt as he tried to understand the new information.

"Logan," Fury said slowly, "Based on that training exercise you participated in recently, how would you rate Superman against the Avengers?"

"Individually or against the entire current team?" Logan asked, strolling over and dropping into the spare chair.

"Humour me. Both."

Logan frowned in thought. "Kid can fly and is tough as hell. Fast too. He could take down Iron Man, just a matter of closing in. Thor… probably a close match in strength, Thor's lightning could be a problem, but the kid has one hell of a right hook. My money would be on the kid. Hulk… could go either way, but the kid can fly. He'd probably just fly Hulk into space, let him pass out and then fly him back down. Black Widow and Hawkeye would both go down easy, neither of them could even slow him. I've tried using their stuff against him, he didn't even twitch. Captain America… I'd say a draw without throwing a single punch, they'd talk rather than fight. But if it was training… again, the kid is good. I've helped him, given him a few pointers.

"As for if he had to go against the whole team, that would be hard. I'd say that he'd probably go down, but he'd take half the team with him, maybe more. Depends on the Avengers' teamwork.

"And if he, Cyc and me go up against the Avengers… Heh, you'd need a new team."

"I… see." Fury nodded. "So the _Friends of Humanity_ would be no threat to him."

"The who?" Logan asked.

"The _Friends of Humanity_. They're a group who know about mutants, and don't like them. Think KKK but targeting mutants instead."

Logan nodded.

"I don't know how they found out, but they differentiate between mutants and enhanced humans. Apparently they hate aliens too, I've had to warn Thor twice not to sink to their level."

"Knew he smelled different." Logan muttered. "So, who leads these unfriendlies?"

"We don't know." Fury admitted. "We're currently doing an internal audit… we think that SHIELD may have been penetrated. There's a copy of Superman's record floating around somewhere unaccounted for. We think that your record may have been accessed, and that of Cyclops as well."

"How the hell does Cyc have a record?" Logan snapped. "He's only come out of the shadows once!"

"He's a powered individual, one linked to both you and Superman." Fury responded calmly. "That makes him a person of interest, and thus someone that SHIELD keeps a file on. Not that we have much in it, though."

Logan snorted and rose. "If we find anything, I know how to contact you."

"Thank you." Fury said. "Pass on the offers to Superman, next time you see him, won't you?"

"Sure thing." Logan said, already walking out of the study.

.

"_Report."_

"I believe that Cyclops is Scott Summers." Mystique said, glancing out of the door to where the four members of the Brotherhood were watching a replay of the space mission on the television while a panel of talking heads debated what powers may or may not have been shown by the rescuers. "Summers always wears red shades at school, and Toad has seen him firing blasts from his eyes. From his description, I would guess that he is unable to control them, hence the shades and the visor."

There was a long pause before Magneto spoke again.

"_So, my old friend is creating his own team at last. Logan alone can be dealt with, but to include an enhanced human like this Superman… do you think that the Brotherhood can deal with them?"_

"No." Mystique said instantly. "Going head-to-head against them… my team have potential, but even with the best training, it will take years to get their teamwork up to a point where I woud be confident about their ability to stop Xavier's students."

"_Especially Superman."_ Magneto said silkily and Mystique shivered, grateful that Magneto could not actually see her.

"Especially Superman." Mystique agreed. "He's already proven he's faster the Pietro and stronger than Fred. He's adopted Rogue as his younger sister. We can count on him training her at the very least."

"_And the other students."_ Magneto said slowly. _"Kitty Pryde, Kurt Wagner, Jean Grey?"_

"And Evan Daniels, their newest member." Mystique added. "I will try to find out what their powers are."

"_Evan Daniels?"_ Magneto queried. _"Perhaps you should ask my son about him. I think he mentioned him before. I will check my files and have any information I might possess on him sent to you. As for Jean Grey, she's a telepath and a telekinetic. Make certain you keep your mental shields up at all times around her."_

"Given how close Xavier is, I do that anyway." Mystique said.

"_Excellent."_


	17. Dimension

_Author's Note – All characters belong to Marvel & DC._

_Also – Cliffhanger alert (Evil grin!)_

_._

**Chapter Sixteen**

Dimension

.

"What do you mean, there's something odd at Bayville?"

Clark shrugged as Scott looked curiously at the complex readouts, trying to derive meaning from them.

"I mean just that. I was doing a standard scan when something… unusual caught my eye. I thought it was nothing, but a second, focused scan indicated that a certain area of Bayville, primarily around Bayville school, has what I can only describe as a parallel dimensional overlay. I didn't know that humanity even _had_ dimensional technology, even Krypton used it sparingly for everything but power cores and long-term high-value storage, the amount of energy it needs is too great for anything else."

Scott looked at the holographic display. "So, what are you going to do about it?"

"Investigate it, of course." Clark said as if it was the most obvious thing in the world. "If there's another Kryptonian on Earth, I want to know about it."

Scott stared at the readout again, then sighed. "So when are you going to check it out?"

"Saturday. The dimensional _whatever_ seems stable, it'll last a couple more days. I can use that time to get more readings and prepare the equipment that I need. I'll have to tell Mystique about it… I'll need Principal Darkholme's permission to investigate."

"Need?" Xavier said curiously and Clark grinned.

"Well, it'll make it less complicated since we wouldn't have to sneak round. And having official cover means that any cover-up that may be required would be easier to do."

"I'm sure that Mystique will be happy to see you again." Xavier said with a smile. Clark froze, then turned to look at him, before returning to his console with a headshake.

.

"Mr Kent."

"Principal Darkholme." Clark returned as he entered the office, closing the door behind him. Mystique gave him a long look, then sighed and dropped her disguise.

"_Another_ student to be enrolled?"

"Amazingly enough, no." Clark said, sitting down and leaning back as non-threateningly as possible. "I was doing some scans of the area, and I discovered something odd. Were you aware that there's a dimensional field overlaying this area?"

Mystique froze, her eyes wide.

"It caught my attention," Clark continued, "So I thought I'd investigate it tomorrow, when there's no-one around. Naturally, having the permission of Principal Darkholme to, say, investigate a possible problem with the electronics, would cut down on the amount of sneaking that I'd need to do. Heck, you can tag along if you want, since you obviously didn't know about the field and I feel certain that you wish to protect your group from any danger, same as I wish to protect mine."

"Mr Kent…"

"Clark, please." Clark smiled.

"…Clark." Mystique said slowly, then she shook her head. "I'm sorry, but I can't call you that. You're just too…"

Clark looked at her, then he tilted hs head slightly.

"You really are hard to read." He admitted. "I rely on things like heart rates and changing thermal auras to read people's emotions, but you don't have those tells. I'd hate to play poker against you."

Mystique stared at him, then against her best efforts, a slight smile crept onto her face.

"Thank you for telling me that… Clark. Tomorrow at… ten? I'll meet you out front."

"Works for me." Clark said. "I'll be bringing two helpers. Kurt will be one."

Mystique froze. "What? Kurt? Why?"

"He can teleport." Clark shrugged. "If something goes wrong, he can teleport himself and up to two other people out of danger."

"I… see." Mystique said. "Does he…?"

"I haven't told him." Clark said gently. "That is your secret, your decision. Although I think you should tell him, I will not put any pressure on you. I will remain quiet about it for as long as you choose to."

For a long moment silence filled the room, then Mystique let out a jagged breath.

"Thank you." She whispered. "Who will be the second?"

"My sister."

Mystique jolted in her seat. "Anna? Why?"

"Ever since my mother adopted her, Rogue has been learning as much as possible about the technology I use." Clark said. "She has made progress learning to read the runes. She can even speak some of the language. I need her to help run the equipment. Why do you ask?"

.

"You are certain?" Xavier said slowly. "Mystique is Rogue's mother as well?"

"Adoptive mother." Clark said. "After she… lost Kurt, Mystique temporarily left Magneto's service. She found Rogue, who had been recently orphaned in an accident, and adopted her. They lived together for almost a dozen years before a mutant who was living nearby was attacked by a mob and Mystique was caught in the middle. Although she survived, she took an injury that would have killed a normal human and Rogue was taken into care. Before Mystique could go after her, Magneto found her and forced her back into his organisation. When Rogue's power activated, Mystique wanted to approach Rogue as her mother, but Magneto insisted on using a plan that would make Rogue hate _us_, so…"

Charles nodded slowly as he thought about what he had just been told.

"I promised Mystique that I wouldn't tell either Kurt or Rogue." Clark said quietly. "It is her secret to divulge, not mine."

"Can you trust her?"

"Rogue and Kurt." Clark responded cryptically and Xavier nodded slowly.

"I agree."

.

Clark parked the van and climbed out. Walking round to the back of the vehicle, he grabbed the first equipment case and removed it.

"Let meh help." Rogue said, coming up beside him and Clark hid a smile as she grabbed the second case…

…and completely failed to budge it even a centimeter. After another few seconds of futile struggle, she released the handle and gave him a speaking look as he effortlessly lifted the container.

"There are tahmes…" she began, then shook her head. "Nevah mahnd."

"Mr Kent. Miss Kent. Mr Wagner. Good morning."

Clark turned towards the approaching woman. "Good morning, Principal Darkholme."

"We are not in school hours at the moment." Mystique said with a slight smile, her eyes flicking between the two younger visitors. "My birth-name is Raven. Raven Darkholme."

"Vhy iz she here?" Kurt hissed.

"I am here because, although we may be on opposite sides, both Clark and I are concerned about the dimensional field at this school." Mystique said. Kurt flinched as he realised that she had indeed overheard his whisper.

"I have not informed the Brotherhood about what we are doing today." Mystique continued. "In fact, I gave them some money and sent them to the mall with instructions to get new wardrobes for themselves. I am here to provide official cover for you all."

Clark nodded as Kurt and Rogue looked at him questioningly.

"Neither of us knows what this field may do, or what it may contain. It is a risk to both sides, so we've called a truce until it is dealt with."

"Indeed." Mystique said. "Clark was kind enough to tell me where the field was centered, I have unlocked the area in question and glanced through its history. It was last used almost three decades ago as a set of science labs, but the labs were closed down after an… unfortunate incident in which a student and quite a bit of equipment vanished."

"A student vanished?"

"His name was Jonathan Silvercloud." Mystique said. "I've read through his reports, he was a bright lad, with what amounted to almost-supernatural genius with electronic devices."

Clark nodded as Rogue closed and locked the van. "Well, Raven, lead the way."

Mystique nodded. "Alright. The lab is in the basement round the side."

.

Kurt watched as Clark and Rogue started to set up the equipment, occasionally tossing odd bits of technobabble at each other as they did so. Beside him, sat on a chair that Clark had placed in the corner for her at her request, Mystique (who had reverted back to her blue-skinned red-haired form) leaned forwards slightly.

"Kurt…?"

"Ja?"

Mystique glanced over at the other two, then turned back to Kurt. "If you don't want to answer, I'll understand. I just have to ask… are you happy at Xavier's?"

Kurt looked at her. "Ja! Fraulein Martha makes cookiez unt mein girlfrend Amanda, she iz unt engel. She iz not vreaked by mein appearenze."

Mystique leaned back in her chair and smiled. "That's good to hear. You are one of the more… physically distinctive mutants, it's good to know that there's somewhere that you can find happiness. I'm afraid that the Brotherhood wouldn't have been able to help you as much as Xavier did."

Kurt looked at her again, his expression perfectly stating his confusion, then a noise caused both of themto turn towards the center of the room where the main console was projecting a series of complex holograms surrounded by floating runic labels.

"What does _that_ mean?" Mystique whispered and Kurt shrugged.

"We're doing a basic scan, getting some idea of what type of dimensional field we're dealing with." Clark said. "I've been teaching Rogue how to use this sort of technology, she caught on really quickly."

"Stop it, yah mahkin' meh blush." Rogue grinned and Clark laughed.

"Okay, primary scans… interesting. We're looking at an active-stasis dimension that's stable. No idea how that happened, it's possible in theory, but I've never heard of it being done before."

"Vhat's zis?" Kurt asked, tapping an odd hemispherical device perched atop a nearby desk. The device suddenly emitted a hum and fired a beam of light which hit another desk…

…and caused it to vanish.

"Mein gott!" Kurt yelled, leaping back as everyone else stared at the device. "Vhat happened?"

"Well done, Kurt." Clark said, looking at the readouts. "The mass in the dimensional field just increased slightly… that device must be what caused it. Rogue?"

"Ah got tha readin's." Rogue confirmed, tapping at the console in front of her. "Sendin' them now."

Clark looked at them, then nodded and picked up a crystalline spheroid. Mystique's eyes widened as the sphere remained in mid-air after Clark released it.

"Okay, let's send the probe in and see if we can get a signal. Kurt, can you remember which button you pushed?"

.

"Okay. This is unexpected."

Mystique looked up from the clipboard she was holding. Deciding that an inexplicable phenomenon was undoubtably far more important than (once again) perusing the reports on detentions handed out to students during the course of the week, she rose from her chair and strolled over to the trio standing by the console.

"What is… it?"

Mystique's question stumbled to a halt as she looked into the projected screen and saw a grinning face looking out at her.

A face that she recognised from the files.

A face that hadn't aged.

"Jonathan Silvercloud?"

"_Yep, but my friends call me Forge."_ The teen in the screen grinned. _"Another blue-skin, huh? You two related?"_

Kurt opened his mouth, then froze while Rogue stared measuringly at them and Clark facepalmed.

"Zere iz a resemblence…" Kurt said after a moment, "But I am from Deutschland, zo…"

"_Deu-what now?"_

"Germany. Near the Austrian border." Mystique said, realising just too late what she had let slip.

"How did you know zat?" Kurt asked and Clark quickly came to her rescue.

"I wondered about the resemblence myself, so I checked with Mystique. That can wait, though. Forge, was it?"

"_Yep. Good to talk to someone at last. Man, this place can be boring, although it's fun watching the other students. Wow, when the girls do their routines in the gym…"_

"Forge!"

"_Yessir?!"_

"Focus." Clark commanded and Rogue turned away,trying to hide her giggles. "Now, from the readouts of the probe, you are in a dimensional copy of this room, yes? Does the machine we found simply transition items into your dimensional space, or can it create a planar interface?"

"A what?" Mystique whispered.

"A portal." Clark hissed back. "Geek-speak. I'm fluent in it."

"_Oh, it does both."_ Forge said. _"However, I kind of screwed up and the planar interface has a significant pseudogravetic gradient. Even if the projector was activated, I can't get out. Need to pick up a _lot_ of momentum, and I can't. I know, I tried the last time some dude managed to activate the device."_

Clark nodded slowly. "Assume acceleration capabilities of up to ten gravities, top speed of mach zero point nine and propulsion device mass of two hundred and fifty kilos. Would that allow for egress?"

"_Heck, yeah!"_ Forge crowed. _"It would work with power to spare!"_

"Two hundred and fifty kilos?" Mystique asked curiously. Clark grinned and Mystique's eyes widened in shock. "You? What the heck are you made from? Steel?"

"I use my flight-skills to reduce my apparent weight." Clark shrugged. "My body is naturally denser than normal."

"So's his skull." Rogue giggled, her giggles turning into outright laughter as Clark gave her a betrayed puppy-eye look.

"Anyway." Clark said. "The plan is simple. Kurt, you open the portal, I fly in and pull Forge out. Sound good, Forge?"

"_Um, sure."_ Forge grinned. _"Just select Portal and press both triggers. Keep them pressed until we get out. Wow, sure looking forwards to getting out of here."_

"Veady." Kurt said and Clark nodded. Kurt pressed the triggers and a silver-blue disc formed.

"Back in a minute." Clark grinned and he strode through the portal. Just as he vanished, the door slammed open and Rogue was sent flying through the portal before the device seemed to disintigrate in Kurt's hands, pieces flying all over the room. Kurt reflexively vanished in a cloud of smoke an instant before the wall behind him seemed to shatter.

"Hah!" Pietro gloated, balancing the sledgehammer he had just used on his shoulders. "So much for Super-geek. Pops is going to be so pleased with me."

Mystique stared, feeling her insides congeal.

"Quicksilver…" she whispered hoarsely. "What have you _done_?"


	18. Betrayal

_Authors Note – All characters belong to Marvel & DC… again. Sheesh._

_Also – you _really_ need to have read the last chapter before reading this one…_

_._

**Chapter Seventeen**

Betrayal

.

"Quicksilver…" Mystique whispered hoarsely. "What have you _done_?"

Pietro dropped the sledgehammer onto the floor as the door swung open again, this time revealing the rest of the Brotherhood.

"I did exactly what pops told me to." He said harshly. "Dad's been getting suspicious of you, Mystique. You've been too fixated on _Super-dork_, you've been holding us back. Well, guess what, dad's bringing over some real reinforcements, he's coming with his Acolytes and _you_ are going to explain yourself to him."

Mystique stared at him and Pietro motioned to Fred.

"Blob, grab her, Don't let her escape. Toad, hotwire the van and bring it round. Dad's gonna be _reeeeaaal_ interested in this tech."

"You won't get away with this!" Mystique snarled and Pietro laughed.

"You think you're so damned important, huh? Let me tell you a secret, _Mystique_, dad never really trusted you, not after you fled from his ally with that brat of yours all those years ago. Lance, get out back and help Toad park the van, I'll gather the goodies."

Mystique snarled as Pietro seemed to blur round the room, gathering the sensors that Clark and Rogue had painstakingly positioned, then Pietro vanished and reappeared with something familiar, something she had seen once before when Magneto had forced her to leave her daughter.

Mystique's breath caught in her throat.

"Can't have you escaping." Pietro grinned as he unfolded the package into a coffin-shaped container. "Blob, put her in and close the top."

Mystique tried to struggle, but Fred was able to place her in the box. As it slammed shut, she heard Pietro speak again.

"Now, get these things up the van and tell Toad to take them to the meeting place, then return for this blue boxed bitch."

.

Kurt appeared in Xavier's study in a cloud of smoke, causing Charles to start in shock.

"Kurt… what happened?"

"Rogue, Zuperman! Trouble… zchool!"

Xavier frowned slightly. "Kurt, let me look into your mind to see what happened… dear god!"

"Ja!" Kurt gasped. "Vhat do vhe do?"

_*All students and staff, Clark and Rogue are in grave danger. All members of the institute get into your training uniforms and get to the front hall as fast as you can. Transport will be provided.*_ Charles broadcast "Kurt, are you up to teleporting people to the school?"

"Ja, I am." Kurt gasped.

"Professor…" Martha gasped from the doorway, clutching her side. "Is there anything I can do?"

.

Mystique lay in the darkness, listening to the sounds around her. The box had obviously been created by Magneto, the metal pieces fit together too well for it to have been hand- or machine-made while the small air-ducts that prevented her from suffocating were reinforced and lined with sharp blades, as an exploratory finger had proven.

The darkness gave her time to reflect. Time to think and time to mourn.

Her daughter was gone, lost for the second time, and she didn't know if her son had survived. He had vanished just as Pietro had used his speed to try and strike him down with the sledgehammer that he had used to destroy the machine that had created the portal, the portal that Superman had willingly entered to save a long-lost student, and which Rogue had been thrown through.

Tears trickled down Mystique's cheeks as she cried for the first time in years.

The sound of an engine starting and fading told her that the Brotherhood had loaded the van and were departing with the equipment they had stolen, then the box suddenly shifted and rose.

"What are you _doing_, Pietro?" Mystique shouted.

"Easy." Pietro sneered, his voice slightly distorted by the box but still easily understandable. "Pops is coming with his Acolytes, remember? He wants you to be there so that he can… _question_ you. Blob, let's go."

Mystique felt a chill down her spine, then suddenly a loud blast echoed and she was thrown around inside the box as it bounced and tumbled. Several more blasts sounded, along with shouts and snapped commands that Mystique was too dazed to make out, then the box rang as someone tapped on it.

"Anyone in there?"

"Yes!" Mystique shouted, relief and panic combining in an overwhelming feeling. "Get me out!"

"Lie flat." The somehow familiar voice commanded, then Mystique almost sobbed in relief as the tips of a trio of silvery claws punctured the lid of the box and carved their way round.

An errant thought crossed Mystique's mind, comparing her situation to a can of Spam.

The claws finished and the sliced metal rose into the air before floating to the side. Mystique sat up and found herself the focus of several sets of eyes. Looking round, she saw Fred Dukes out cold in the corner of the room.

"What happened to that speedy little bastard?" she hissed and Scott tilted his head.

"Pietro? He got away. Ran like he'd turned yellow."

Mystique slumped. "Magneto's on his way, I don't know how long he'll take, but it'll be at least an hour if he's coming from his base. According to Pietro, Magneto's bringing his Acolytes!"

"Acolytes?" Jean asked in a worried voice.

"Powerful mutants." Mystique said softly. "Pyro, Colossus, Sabertooth, Mastermind and Gambit. He may have more, those are the ones I know about."

Scott nodded as the others moved round, searching. "What happened to Superman and Rogue?"

"Superman went through a portal to rescue a student trapped in another dimension." Mystique said, trying to hold her emotions in check. "'Silver attacked and punched Rogue through the portal before destroying the projector and stealing the equipment."

"Shit." Wolverine cursed. "Magneto's getting Kryptonian tech? That ain't good."

A _'pop'_ heralded the arrival of Kurt, along with Xavier and Martha. Mystique froze, staring at the woman who had adopted Rogue without a second thought.

"Mystique." Charles said soberly. "Can you tell us what happened? I already have most of it from Kurt…"

Charles' question faded as Mystique, overwhelmed by both guilt and relief, grabbed onto Kurt and hugged him tightly, tears trickling down her cheeks. After a moment, the deep silence penetrated and she looked round to see everyone staring at her.

"Ummm…."

"Maybe we should take this back to the Institute." Xavier suggested. "Kurt, can you transport Martha, Mystique and myself back in two trips? And Jean, so she can drive back down to pick everyone else up."

"Ja." Kurt nodded, giving Mystique a confused look as she released him. "I can do zat."

.

"Shit! Shit shit shitshitshit!"

"Language, Pietro. I raised you better than that."

Pietro stiffened, then he slowly turned to face the one who had spoken.

"Father."

"So, what do you have for me? Where is that _traitor_, Mystique?"

Pietro sagged. "Xavier's people have her."

"I hope you have some _good_ news for me, Pietro." Magneto said in an overly-controlled voice, causing Pietro to swallow nervously, looking past his father at the group of mutants following him.

"I got rid of Superman! And Rogue, they're both gone for good! And I got you some really sweet tech, way better than anything I've ever seen before!"

"He's right!" a voice exclaimed and Magneto turned with a raised eyebrow. The man examining the console looked up from the item he was holding. "This stuff is beyond cutting edge, it's almost beyond _my_ powers!"

Pietro edged over to one of thefew mutants that he recognised.

"Pyro, who's that?"

"Francisco Milan, Tekmage, one of the New Acolytes." Pyro replied quietly. "He's a technopath, able to link with machines and understand them."

Magneto turned from his conversation with Milan and looked round.

"Where's Blob?"

"Probably still out cold, he got KO'd at the school." Pietro squeaked and Magneto stiffened.

"Sabertooth, take Colossus, Frenzy, Pyro and Myst, Pietro will show you where to go. Retrieve Blob and bring him here."

Pietro nodded and let Pyro lead him out of the room. Looking round, he swallowed.

"I thought dad only had five Acolytes?"

"There's a dozen of us now and more in training." Myst said. "Amelia Voght, teleportation through transsubstantiation."

"She can turn into mist, hence her name." Pyro explained as Pietro led them to the van that Toad had stolen. "Woah, nice wheels!"

"Not bad." Frenzy said. "I'll drive."

Pietro glanced at Pyro, who shrugged. "Joanna Cargill, she's got super strength and is tough. Real tough. Colossus is tougher, but Frenzy's stronger."

Pietro's jaw almost dropped. "Why…?"

"We were recruited to take down Superman. No human, enhanced or otherwise, deserves to be stronger than a mutant." Frenzy said, holding out her hand. "Key."

"It's in the ignition." Pietro managed.

"Fine." Frenzy snarled. "Come on, and keep your eyes in your head!"

"I'd do what she says." Pyro advised as he guided the shaken youth into the back of the van. "She's already killed three men for trying to get into her panties."

Pietro shuddered.

.

"Xavier's mansion." Magneto said, looking at the distant building, a confused expression on his face.

"Ummm, sir?" Lance said slowly. "Is there something wrong?"

"I cannot detect the mansion." Magneto said slowly. "I can detect you, I can detect everything around me, but the mansion and much of the area around it… is blank."

"Probably that tech that Superman installed." Lance said quietly. "It's amazing stuff, it caught Pietro when he tried to break in and it totally negates my shockwaves."

Magneto nodded, then turned to Toad.

"Head to the wall, look around, then return."

Toad gulped, then scurried forwards. As he got close to the wall, he seemed to freeze, then he was hurled backwards.

"I felt nothing…" Magneto mused. "And yet… I have seen what I needed to, we cannot enter without Charles' permission, at least for now. Let us return to welcome back our wayward comrade."

As Magneto strode off, Toad gave Lance a confused look.

"I think he said that it's time to talk to Fred."

"Aaaahhhhh. Wait, isn't he out cold at the school?"

.

Xavier looked at the others, his gaze taking in the air of depression and near-despair which hung over them, despair generated by scans showing that the dimensional pocket had imploded. Even the revelation about Kurt's parentage and his reaction to finally knowing who his birth mother had been hadn't dislodged the atmosphere, instead it had somehow accentuated it.

"So, let me get this straight." Ororo said slowly. "Nightcrawler's biological father is a mutant named Azazel, who looks like a bigger, red Kurt with the same powers?"

Mystique nodded. "I think he experimented on himself first, I don't know if he was originally a teleporter or a physical enhancile, or even human, come to that. Kurt was normal until Azazel experimented on him, I still don't know if Kurt's powers were induced or implanted. All I knew at the time was that I had to get away with my son, but Azazel… he sent his wolfkin after me. They trapped me on a bridge and in doing so, knocked Kurt out of my hands. I managed to escape several days later, but found that Kurt had already been found and adopted by the Wagners. I… I saw that they loved him, so I kept my distance, but whenever I had enough money, I would donate some to them."

"Zo _you_ are ze vun!" Kurt gasped. "Zat money saved uz zeveral timez, mein mutta unt vater vondered, zey vhanted to zhank you."

"As I want to thank them." Mystique said softly. "As for Rogue, I adopted her when she was three after her family died in an accident, I was Irene Adler back them. We were together for almost ten years and I always wanted to introduce you both to each other. But then Magneto demanded my return… he forced me to leave Rogue despite the fact that a precog had told us what her powers would be. He didn't care, he didn't see how she could be as useful as me…"

"Until my son appeared." Martha said. Mystique nodded.

"Clark drove Eric almost insane. He thought Clark was another mutant, one with multiple powers. You don't know how rare that is, less than one percent of mutants have two powers, having three or more is virtually unheard of. Yet there was Superman with his invulnerability, flight, strength, perception… lots of abilities in one individual. Eric wanted to recruit him, then when he realised that Clark had become one of you, he wanted to turn him. Then he found out Clark _wasn't_ a mutant, and he went nuts. Thought he was an enhanced human. So did I, actually."

"Yeah." Kitty sighed. "When I discovered he was a real-life alien… I mean, it was like _wow_."

Mystique nodded, her eyes still shadowed. "It explains so much, how he got all his powers, how he always knew who I was… even the tech you use. And now… he's gone."

Silence descended again, then Mystique turned to face Xavier.

"I never knew Clark except as an enemy… an opponent who I feared and who I respected. But even I saw how great his heart was, how he took in my two children into his own family without hesitation. I know I stood against you before, but if you will have me, I would like to join you. I cannot replace Clark, but maybe I can help shoulder part of the buren that he can no longer carry."

.

"Uurrrrghhhhh…"

"Fred? Wake up, Fred."

Rfred Dukes slowly opened his eyes, flinching at the lancing light that seemed to stab through his eyes into his skull.

"What… what happened?"

"We got our butts kicked, but at least we took down Superman and Rogue." Pietro said from his seat beside the mattress that Fred was lying on. "We're being pulled out of Bayville, pops got his new base running and we're moving to help out."

Fred blinked several times, trying to fit the fragmented information into a pattern that he could recognise.

"The tech we grabbed has caused dad to totally re-think his plans." Pietro added. "He and Tekmage were going totally _geek_ over it, apparently pops was planning on using some mystic gem to boost the powers of the mutants who wanted to help him, but this new tech and some odd green rocks he's been collecting… he says that the world will _change_."

Fred gave up and slumped back on his mattress.

"We're going to Asteroid M." Pietro continued, not noticing Fred falling asleep. "I'd only heard about it, now we'll get to see it…"


	19. New Horizons

_Author's Note – blah blah blah don't own blah blah Marvel DC blah._

_Chekov's gun partially fired in this chapter – remember the conversation Clark had with Xavier about his plans for the Fortress in the chapter 'Phased'…?_

_._

**Chapter Eighteen**

New Horizons

.

"Woooowwww…"

Toad's exclamation was more of a long sigh as he looked out of the viewport of the plane they were on, his gaze fixed on the kilometer-long asteroid that had been snatched by an unknown force from space and was now hovering, apparently without support, above the antarctic ice.

"Yeah," Pietro agreed. "Apparently it used to use a nuclear reactor to generate lift, but then dad discovered these weird green rocks in Texas that were giving off some _really_ weird energy, and decided to use them instead."

Toad nodded, his face still pressed against the viewport. "Do we get a tower like that one? Oooh, I hope I get a penthouse suite… are there any babes?"

"Shut it." Lance growled. "We'll be lucky to have a room each, I overheard the Acolytes talking about us. They aren't impressed."

"Aren't impressed?" Toad pouted, leaping away from the viewport and striking a pose. "I'm _Toad_! I can leap tall buildings, climb any surface…"

"And get squashed if you keep spouting that shit." Frenzy snarled, entering the compartment. Faced with an angry woman with superstrength, Toad did what Pietro privately considered to have probably been the most intelligent thing he had ever done since they had first met.

He fainted.

Frenzy looked down at him, her lips curved in distaste, then she brushed her dreadlocks back and turned her glance to the other three, all of whom were trying to look as innocent and inconspicuous as possible.

In Pietro and Lance's case, by hiding behind Fred.

Frenzy shook her head. "Once we land, you'll be taken to your quarters. Stay there. Your skills will be evaluated and if lacking, which I have no doubt they are, you will be assigned remedial training. If you want to quit, you'll be placed in the brig until Magneto's plan is completed. Now strap yourselves in, and that… _thing_ as well, we'll be landing in a few minutes."

Giving them a glare, Frenzy returned to the cockpit. Pietro moved to drag Toad to a seat and Lance moved out from behind Fred.

"Fred, I'm starting to have some _serious_ second thoughts about all this." He whispered.

Fred nodded in agreement.

.

"…vhoah."

"You said it, Kurt." Evan agreed as they looked out at the large area. To one side of them, a perfectly transparent wall held back the ocean, while the roof above was covered in lighting and other, less-identifiable items of technology. The floor, however, was a field of grass with occasional areas of bare earth, while fruit trees stood dotted around. In the middle of the giant room was a stone spire, doors, windows and balconies carved into the visible portion of it as it rose to pierce the ceiling.

"Sanctuary." Xavier said quietly. "Clark approached me with this idea several months ago. Using the raw materials of the seabed and the capabilities of the Fortress, he created this place. An underwater habitat the same size as the Fortress, where mutants who are too different to survive in the greater world can come to live in peace. This is the topmost level, taking up a third of the volume, the other levels are not as high, but serve their own purposes. Living areas, social areas, medical wings, places reserved for retail, hydroponics and other systems… over a thousand mutants can live here, and more habitats like this can be wanted this place to be a gift, an offering of shelter and hope, but I see it as part of his legacy."

"His legacy?" Mystique said and Charles nodded sadly.

"Clark was a true hero, helping others with no thought of reward for himself. He wanted this place to be a refuge, a place where all were welcome, regardless of looks or powers. I saw no reason to go against his wishes, and every reason to agree with him."

"I only knew him a little while." Evan said slowly, "But he inspired me. Heck, I ain't cut classes _once_ since coming here and my grades are going up."

Ororo glanced at him curiously, then looked away, having obviously decided that the answers gained from asking would probably not be to her liking.

"Professor, what's with the rock?" Kitty asked.

"I'm glad you asked." Xavier said. "That rock spire was incorporated into the Sanctuary and turned into the central tower. It extends above sea level, so we used it to attach a small pier and a helipad for access to here without going through the Fortress. It also acts as an air intake, although the systems built into the Sanctuary can provide more than enough air under normal circumstances…"

.

"Welcome to Asteroid M." said the tall green-eyed man as the former Brotherhood looked round. "I am Allen Yuricic, but while you are here, you will call me Chrome. I can transmute the elements at will, including my own. You may not see the combat capability of my skills, but rest assured that I am one of the more deadly people here."

Pietro nodded and Chome motioned for them to follow him. "Your testing will begin tomorrow, assuming that you still wish yourselves worthy of being considered for inclusion into the Acolytes. I heard that you managed to defeat Superman, so I look forwards to seeing you in action. Here are your quarters, food will be provided."

"Question." Lance said. "Your white hair-streak, are you related to Rogue?"

"The girl who proved useless against Superman?" Chrome replied. "No. But with Superman gone, the greatest threat to Magneto's masterplan is no more."

Pietro drew himself up and smirked at the reference to his greatest triumph while the other three looked at each other.

"What is this plan, and how can we help?" Fred rumbled and Chrome gave an approving smile to them.

"Two excellent questions, but I am afraid I cannot give you the answers at this time. The plan is known only to the Acolytes and those who are needed for it, but it will lead to _Homo Superior_ claiming its rightful place as the dominant species on this planet. As for what you can do, you can prove yourselves worthy to stand alongside the Acolytes."

"No probs." Pietro smirked, then he seemed to shrink into himself as Chrome glared at him.

"There is more to being an Acolyte than simple power, young speedster. You must learn to use that power, to follow orders, to place the mission above your very existence if needed. You must place yourself fully under the command of Magneto, obey all his orders without question. That is the very basis of the Acolytes. You have followed his instructions, but your arrogance will hold you back."

Lance managed not to smirk.

"Come. Your new quarters await you, and then you shall receive the tour."

"Penthouse?" Toad asked hopefully.

.

The door of the large cottage perched atop the low cliff opened and Logan stepped through, looking round and then nodding. Stepping clear, he turned and looked with approval at the cottage, noting the small windows and the large garage door as well as the nearly-microscopic crystalline nodes of Kryptonian tech.

"That's one heck of an access point." He noted as Xavier emerged, followed by the others. Xavier nodded with a smile.

"Clark built this so that we could get people into and out of Sanctuary without having them pass through the Fortress or the Mansion." Xavier explained. "There's also a tunnel leading to the Mansion itself which I will show you, but I thought that knowing that this place existed would be a good idea for you."

"Yep." Logan said. "Escape hatch, or a way to get reinforcements in if the Institute is ever surrounded. Excellent planning, chuck."

Xavier gave him a long look, before sighing. "That was _not_ what I had planned, Logan, and you know it. This is for the day that mutants are revealed to the world. The Institute will attract attention, so having an entrance that can be kept secret…"

"Yeah, chuck. Got it." Logan drawled, looking round, then his gaze sharpened as he saw the metal plaque set into the wall by the front door.

_Kent Cottage_.

"In memory of Anna Kent and Clark Kent." Xavier explained softly as the others joined them, their gazes transfixed by the simple yet meaningful message.

"Thank you." A voice said and everyone spun round, staring in shock at the trio approaching them.

.

"…and this is the power core." Chrome said, leading them into a large cavern illuminated by an odd green glow. "These rocks that form the power core are, like Asteroid M itself, originally from space. Research has shown that they landed several decades ago, primarily in Texas, and that they can induce odd effects in humans. However, they cannot affect anyone who has an X-gene. The amount of power they exude is… impressive, Tekmage is still attempting to figure out how they do it. His current theory is that they somehow tap into other dimensions, channeling power from them. What you see before you is almost three quarters of the rock, more is being used for the plan due to its unique properties. With the aid of these rocks, and the technology you managed to acquire for the cause, our supremacy is assured."

"Coooollll…" Toad exhaled, looking down at the conglomeration of pipes and glowing rocks. "This is so awesome!"

"I am glad you think so." A voice said and Chrome bowed to the new arrival.

"Lord Magneto, welcome back. I trust your trip was productive?"

"It was." Magento smiled, removing his helmet and holding it in his left arm. "I have obtained a sample of the new room-temperature superconductor. Chrome, I will need you to analyse and duplicate it, we will need… quite a lot of it for the plan to work. Pietro, the new technology you managed to acquire has proven very interesting indeed. The console alone has more than enough processing power to run the entire asteroid ten times over. I am proud of you, you have proven yourself to be a true mutant."

Pietro straightened at the compliment.

"With _Superman_ no more and with the new technology to integrate into my plans, I believe that the end result will come within the next two months, and probably far sooner than that. No-one and nothing will be able to stop us now."

.

"…clark?"

Martha's shocked whisper was the only noise in the clearing and the tallest figure nodded with a smile.

"Sorry to worry you, mom, but I had some business to take care of first."

Martha dashed the tears out of her eyes, then she found herself wrapped in her son's arms. A moment later, Rogue joined in, being careful not to let her skin and Martha's come into contact.

"…how?" Martha sobbed in joy. "How did you return?"

"You can thank Jonathan Silvercloud here." Clark said as the American Indian teen gave an embarrassed wave. "He's the one who created the place he called Middleverse and using the technology in the probe we sent, as well as a few other items that had got sucked into the dimensional pocket, he was able to create a portal gun that used the energy of the dimensional pocket to open a portal from the inside. I flew us through it before it could collapse, then he dissolved the middleverse so that it wouldn't cause any more problems."

"Then what took you so long to return?" Amanda asked and Clark smiled in embarrasment, rubbing the back of his head.

"First, we had to track down Forge's family, they'd moved a decade ago. Not far, fortunately, but we had to do a bit of searching in the records office. Led to a bit of a family reunion, Forge met his three siblings, all of whom are bigger then him now."

"I have an older, or is it younger, brother and two sisters." Forge grinned. "I'm still trying to work out if I'm the big brother, or the little one.""

"Anyway," Clark continued, "When I offered Forge a chance to study at Xaviers', hope you don't mind, professor, Forge's family were amazed that their newly-returned son was being given a chance to study with Superman, Cyclops and Wolverine. Forge himself is very interested in the technology used, I was hoping we could hire him? He's _gifted_ with machines."

Several people raised their eyebrows at the stress on the word _gifted_ and Charles smiled.

"A mutant with the gift of technology. Impressive."

"Thanks." Forge grinned. "Clark showed me some groovy stuff and I look forwards to learning more."

"Groovy?" Kitty asked. "Did you really say _groovy_?"

.

"_Brother?"_

Colossus stepped into the room, reverting from his metallic form as he did so. Smiling broadly, he walked over to the bed and knelt down by it, reaching out to hold the hand of the young girl sat there with a book in her hand.

"_How are you feeling, Illyana?"_

"_Still weak, Piotr."_ Illyana answered with a smile, _"but Chrome came to play and he gave me some chocolate. Myst gave me a new book to read and helped me with my maths."_

"_And how are your english lessons going?"_

Illyana frowned in concentration. "They are… good, I am… _What is the word for learning?"_

"You are learning." Piotr smiled. "That is good, english is one of the best languages to use outside Russia. Even if most of it makes no sense."

Illyana giggled and patted the side of her bed. Accepting the invitation, Piotr sat on it and Illyana snuggled up to him.

"_Where did you go today?"_

"_America, to collect some things that Magneto needed and to set in motion something that will keep his enemy distracted."_

Illyana craned her head and looked up at her brother. _"I don't like him, brother. He seems… cold. His heart is ice."_

"_But he has his people searching for a cure for you."_ Colossus replied. _"Without his help, you would be far worse than you are now."_

"_I know." _Illyana pouted, earning a small chuckle from Piotr. _"I hope I get cured soon, brother."_

"_I hope so too, little sister."_ Colossus said, gently squeezing her in his arms. _"I hope so too."_


	20. Unstoppable

_Wish I owned the charactrs in this story, but I don't._

_Oh well._

_._

**Chapter Nineteen**

Unstoppable

.

Cyclops looked at the visor in his hands, then he turned his gaze to Forge, who grinned at him.

"You hold in your hands the Mark 5 K-tech visor. All the goodies of the Mark 4, and a few more besides."

"So what does it do?" Evan asked curiously and Forge placed his right hand on a control panel. His hand transformed into a metallic multitool which interfaced with the panel and a large hologram of the new visor appeared behind Forge, splitting apart to show the internal systems.

"The Mark 5 incorporates the same controls, or equivalents of, of the Mark 4. Mental control sensors,optical tracking, a projected HUD with multi-spectrum scanner feed… you know, all that jazz. However, it doesn't use the ruby lens that characterised the Mark 4 series!"

Cyclops dropped his gaze back to the visor.

"But then how…?"

"It uses Kryptonian force-shield technology modified to be powered by the very beam it stops." Forge grinned. "In fact, everything you carry on you can be recharged by the spillover power. But there's more! The field can tune your optical blasts, turning the concussive energy into thermal and vice-versa, although the total energy of the beam will drop as a result. This means you can fire your beams without having to worry about flash-frying anyone in the area, or you can heat up your coffee without blasting it across the room! And with the HUD interface, it'll let you auto-track, directing the beam to hit your target with pin-point precision. Basically, if you can see it, you can hit it!"

Evan managed to choke down a laugh at that.

"Now," Forge continued, "That would only be version 4.7 had Clark and I not incorporated the supercharge capability. By using a surface-induction and projected field array, you can store up extra blasts which appears to others as a red glow around the visor. At full charge, it'll give you thirty seconds at triple power compared to your normal blasts, but it takes a while to charge up and can maintain the charge for a maximum of five minutes before the field begins to degrade and the charge dissipates. You need to charge it up for a full ninety seconds to get the maximum effect, but you can release the stored energy at any time and at any level."

Scott stared at Forge, his mouth dropped open in shock and Forge shrugged. "Hey, I was fooling around with the trippy tech here and Clark suggested I helped with a little project of his. That's the result."

Scott stared down at the visor in his hands with a newfound appreciation. Suddenly a cloud of smoke marked Kurt's arrival.

"It'z ze tv! Ze Avengers are in tvouble!"

Cyclops jolted in shock. "What?"

.

Thor slammed into the ground, hard enough to leave a significant dent as Captain America leapt backwards, avoiding the scything fist by millimeters.

"Who the hell do you think you're facing!" the red-clad giant roared. "I'm the Juggernaut, bitches! Get outta my way!"

Iron Man swooped low, firing his repulsor blasts, then corkscrewed through the air in a frantic evasion maneuver as the Juggernaut threw a car at him.

"Of all the times for Banner to be down with the flu." He grumbled as he scanned the car, determined it was empty and let it finish dropping. "We need some serious reinforcements for this guy!"

"Thou dost speaketh the truth, mine armoured ally." Thor moaned, sitting up and rubbing at his jaw before he grabbed his hammer. "It be just the three of us remaining against this behemoth now."

Even as he spoke, Iron man made the mistake of getting too close and the Juggernaut grabbed his ankle and slammed him into the ground, causing bits of metal to pinwheel away.

"Last two." Juggernaut smirked. "And then I'm gonna stomp my little brother for putting me away last time."

"Little brother?" Steve queried as he somersaulted backwards, having learned from harsh experience that not even his vibranium shield could successfully stop the Juggernaut's punches.

"I do not know!" Thor grunted as his hammer-swing was effortlessly deflected. "By my father's name, I do not think we shall win _this_ battle, my friend!"

.

Magneto smirked as he watched the battle raging on the large screen. Leaning back in his throne-like chair, he watched as the half-brother of his former friend smacked the so-called thunder-god into a boulder, causing him to slump down, leaving a crater where he had impacted.

"That's gotta hurt." Sabertooth noted.

"Indeed." Magneto answered. "I believe that you once had the unfortunate pleasure of going up against Cain Marko yourself."

"Man's a psychopath." Sabertooth growled.

"And from Creed, that's saying something." Frenzy smirked, a smirk which became a challenging grin when Sabertooth growled at her.

On the screen, Juggernaut threw a car which arced up towards the helicopter doing the filming before a blast of red light deflected it. Magneto raised an eyebrow.

.

"Cyclops." Steve said in relief as a familiar midnight-blue-and-yellow-clad figure stepped up beside him, one hand raised to the side of the visor from which the blast had originated. "Is Superman here?"

"Flyboy's unavailable at the moment, Steve." Logan growled as he stepped forwards, claws extended. A cloud of smoke marked the appearance of a blue-furred humanoid that Steve had never seen before as well as a young, red-headed woman.

"Captain, I know how to defeat him, so…" Cyclops began and Steve nodded.

"I'll take my cue from you. You're in charge."

"Thanks." Cyclops said, pausing to unleash a blast that rocked Juggernaut back on his heels. "The only way to take Juggernaut down is telepathic blasts. Jean is holding a mental link to the Professor, she'll be guiding his attack, but we need to get that helmet off him. Logan, you distract him. Kurt, teleport to undo those latches, I'll keep hitting him to keep him further off-balance. Cap, go with Logan, fight to distract, get one of the latches if you can. Jean, stay back and get ready."

With a bestial roar, Logan sprinted forwards, his claws carving short furrows in the ground. By his side, moving in perfect harmony as if they had done it a thousand times, Captain America charged into battle once again, his shield poised to attack or defend.

.

"No Superman." Frenzy noted. "I guess that proves that your kid did indeed get rid of the caped boy scout."

"It's disgusting how short stuff works with that enhanced _human_." Sabertooth bit out. "Go Juggernaut, show them what a _mutant_ can do!"

"Juggernaut is an _enhanced_ mutant." Magneto said, causing the others to look at him. "He used an ancient relic, one I now possess, to activate his latent X-gene, turning him into what you see before you. It is somewhat unfortunate that his entire philosophy revolves around destroying his brother and causing as much damage as possible, his powers would have been a welcome addition to our ranks."

On the screen, Juggernaut roared silently in frustration as Wolverine and Captain America almost danced around his clumsy swings while Nightcrawler seemed to appear and vanish again with no discernable pattern.

"A classic case of brute force being effortlessly defeated by technique." Tekmage noted, glancing up from the device he was working on. "What is that teleporter doing, anyway? He's not trying to attack, and the pattern's all wrong for distraction… he's got a task to do, but what?"

Magneto stiffened. "He's opening Juggernaut to a telepathic attack."

"What? How?"

.

All three attackers retreated as Scott fired a pinpoint concussive blast that struck at the base of Juggernaut's helmet. Without the latches to secure it, thanks primarily to Nightcrawler's well-timed feints and dashes, the domelike helmet flew into the air, leaving Juggernaut's head exposed. With a roar of rage mixed with fear, Juggernaut started to sprint forwards, only to be knocked backwards by a beam of red force fired by Cyclops, a beam enhanced with the supercharge function of the visor.

"Now, Jean!"

_*Professor?*_

_*I am here, Jean. Guide me.*_

Jean opened her mind to the link, feeling Professor X, interfaced with Cerebro, follow her thoughts to where Juggernaut was barely standing up under the pressure of the almost-solid beam of light. Raising one hand to her forehead as a way to help her focus, Jean stretched out her other hand and concentrated as she felt the first psychic blast arriving. Melding a small part of her power with it and suppressing the amazement she felt at the sheer depth of power it originated from, Jean guided it to its target, then reached for the next mental bolt.

"NnnooooaaaaaYYYAAAAARRRGGHHH !"

Cain Marko grabbed at his head, his face contorting in pain as the first bolt hit, then the second, then the third! Slumping to his knees, he tried to fight the incoming blasts, but each one seemed to strike deeper and deeper into his mind, until all that existed was despair, pain and finally, merciful, welcoming blackness.

.

A long, dark silence engulfed the room, then Magneto rose from his throne and stalked off, cape flaring as he left. The others watched him go, then looked at each other.

"What… just happened?" Pyro asked nervously. Sabertooth growled before answering.

"Those kids just took down a mutant as strong as Superman was, and made it look _easy_! If they get a boost from the device, we're gonna be in real trouble, assuming we aren't already."

"Did anyone notice something odd about Cyclops?" Tekmage asked, frowning. Searching for the controls, he paused, then re-wound the broadcast, pausing it to show the red aura that had formed prior to the blast that had knocked back Juggernaut. Letting everyone see what had caught his attention, he then slowly played it, showing how the aura fed the beam.

"What the hell?" Frenzy asked rhetorically. "He can store his blasts externally? When the hell did he learn to do that?"

"Is it him or the visor?" Colossus asked slowly. "Superman had strange tech, maybe Cyclops is using it?"

"Can't be." Tekmage said. "I've studied the tech, it can beused to amplify and manipulate energy, sure, but doing something like _that_? Nuh-uh. No way."

"Then what the heck will they be like when the device boosts their power?" Frenzy asked, her voice betraying her concern. Everyone in the room froze at her question, carefully avoiding each others gazes.

.

"It was an honor serving under you." Captain America said, shaking Cyclops' hand firmly as the other Avengers, finally recovering from the beatdown they had received, gathered round Juggernaut and began the process of restraining him ready for his return into captivity. In the background, the Blackbird descended, landing gear extending as it came to pick up the quartet of mutants. "You have an excellent team here. What are they called?"

"We call ourselves the X-men." Scott replied as Logan approached. The two old friends fist-bumped.

"Logan, you've got a great squad here." Steve grinned. "Expect Fury to start offering places on the Avengers to any of your team who are interested."

"Over my dead body." Logan scowled, causing Steve's grin to widen.

"Well, consider the offer on the table, just in case. You headed back to your secret base?"

Logan nodded. "You wanna see the inside of the Blackbird again? Just so you know what those of us who _don't_ have to rely on the cheapest contractor can get upgraded. Heck, maybe you'll decide to ditch your current gig and join _us_."

Steve laughed at that. "You always hated government work, didn't you, Logan? Sure, but remember, I will have to report to Fury."

Logan nodded as he led Steve up the ramp and into the main area of the plane. Steve frowned at the seats that lined te compartment.

"No seat-belts."

"Each seat contains its own tractor field and inertial dampening system." Logan smiled. "With a capacitor that lets it work for thirty minutes without external power. It was something flyboy was working on."

"Where was he, anyway?" Steve asked. "From what I remember, he could have taken down Juggernaut without a problem."

"I could, but then everyone would know I was still alive, so I kept back, holding myself in reserve unless I was truly needed." A familiar voice said as the cockpit door opened. "Magneto thinks I'm dead, and until we know what he is planning, I'd like to keep it that way. As such, I'll still be hero-ing, but once again, I'll be doing it as close to zero-profile as I can."

"Dead?" Steve repeated, his voice shocked. "How?"

"He thought I was trapped in a collapsing dimensional pocket." Clark replied, his smile lighting up his eyes. "I'll admit it was close, but we made it out and got a new recruit out of it."

"The red-head." Steve stated and Logan managed to disguise his laughter as a cough.

Steve looked at him suspiciously.

"Nope, she's one of the first." Logan growled after he managed to stop sniggering. "You really think we'd risk kids without training? No way, you Avengers might go out all gung-ho, but we train ours up properly. I remember Bucky, Steve. One of the things I do remember."

Steve flinched at the name, then nodded slowly.

"Maybe I can visit one day? See your training and so on?"

"Sure, just don't tell Fury _anything_ about what you see unless you do us a big favour first." Logan stated. "I'm serious, Steve. We got goodies that'd make Fury willing to sell his remaining eye for, and Magneto's already grabbed some of it. If Fury can take him down, or help us to do so, the stuff Magneto grabbed is his, but we need to know _everything_ Fury has on Magneto and his goons. Everything. You get it, you team up with us and the things Magneto took, they're all yours once we take the bastard down. He's got a plan, Steve, we don't know what it is, but I really think that it'll be bad news."

Steve nodded, his eyes hard.

.

"…_The headline story tonight, the new Superhero team known as the X-men. Cyclops, Wolverine, Nightcrawler and Miss Marvel, the newest quartet to take up the challenge of upholding the law against powerful enemies…"_

Fury turned his attention away from the bubbling newsreader and looked at the Avengers who were staring at the screen. After a few minutes, he muted the news-feed.

"Gentlemen, we got our asses kicked out there." He said. "I know Juggernaut is tough by any standard, but we got defeated in a running battle that lasted all day, and this new team took him down in less than ten minutes."

Captain America was the only one who didn't try to avoid his piercing gaze.

"We need to find out _how_ they took Juggernaut down and what other threats are out there waiting for us to stumble across." Fury said calmly as he tapped his console, changing the image on the screen. "At this time, based on information given to us, the greatest threat is almost certainly this man, Eric Lensherr, known as Magneto, and his followers, the Acolytes…"


	21. Dreams Revealed

_Author's note - … if you haven't worked outI don't own the characters by now, there's no helping you._

_._

**Chapter Twenty**

Dreams Revealed

.

"Mystique."

"Clark."

Clark stepped up beside the blue-skinned woman and looked out over the ocean. For several minutes, they simply stood in companiable silence, then Clark spoke.

"I heard you turned down Xavier's invitation."

Mystique sighed, trying to marshal her thoughts. Clark's comment had been just that, a comment. No anger, no disappointment, merely curiosity.

"And you wondered why."

"If you want to tell me, I'll listen." Clark shrugged. "If you don't, the decision is yours and I'll respect it and won't ask again."

A smile tugged at the corners of Mystique's mouth and her yellow eyes glanced sideways, taking in the profile of what was probably the most powerful being on the face of the planet.

And one with the largest heart.

"It's hard to explain and you need to know my history to understand." She said slowly. "My power manifested when I was young, my blue skin and red hair, but my shapechanging skills took a long time to manifest. As a result, I had to hide from everyone. I spent my youth wrapped up like a mummy, excluded from society, rejected by my family… the day I realised I could change my skin colour was the happiest day of my life, it meant that I could truly hide.

"I spent years mastering my power. Learning my limitations and how to work round them. I became a criminal, with a thousand faces I could rob anywhere and literally vanish in seconds. I could walk past those I had robbed and they would never know it was me.

"Yet I still feared what would happen if I slipped and revealed my true self.

"My years with Sabertooth were nice, we were both outcasts. However, our son didn't inherit the X-gene and he left us, blaming us for being what he could not be. Soon after that, Victor and I split.

"Kurt was the result of my fling with Azazel, one of Magneto's allies. Azazel was experimenting with forcing mutations and he used Kurt as a test subject. I found out too late and fled soon after, pausing only to make sure that Kurt was safe with the family that had adopted him."

Clark looked down at Mystique as he placed a comforting arm around her shoulders. Leaning against him, she continued.

"When I found Anna, I was at my lowest. She became my reason for living. I took a new name and raised her as best I could. A mutant friend of mine predicted that Anna would become a powerful mutant, and I didn't want her to make the same mistakes I had. And then I was forced away from her by Magneto. Once again, I had to leave.

"I've seen too much pain, Clark. Too much hate, both from others and myself. Xavier's dream is a great dream, one I wish I could believe in, but… even with your help, I don't think it will happen.

"I won't oppose you, I'll help out if I can, but I've been in the heart of the fire for too long, and I'm tired of it. I've seen too much, done too much. I've stolen, threatened, spied and even killed. Xavier dreams of a better world, one I want for Kurt and Anna, but I know, deep in my heart, that there's no place for _me_ in that perfect world."

Clark looked down at her again, seeing her unfocused gaze aimed beyond the horizon.

"Mystique, I believe that everyone deserves a chance at redemption. A chance to say 'This is who I wish to become.' You may have done acts that you now regret in the past, but you have also done good. It's because of _you_ that I have such a wonderful sister. How you raised her, how she grew under your care, that tells me that whatever else you have done, there is still hope in you, still goodness.

"All I ask is that you don't throw away the chance to be with your children. You don't have to join our ranks, but don't run away either. If you have doubts, wait and see what happens."

"You sound like a fortune cookie." Mystique commented and Clark managed to choke down his laughter. Reaching into his jacket pocket, he pulled out a small paper bag and handed it over to Mystique. She looked at him, then opened the bag and grinned.

"You bring the nicest gifts." She said, pulling one of the cookies out. "I think I'll probably stick around, just to see what happens, you understand. But I won't stay at Xavier's."

"We seem to have a large cottage that needs a tenant." Clark suggested and Mystique gave a rueful chuckle before swallowing the mouthful of cookie.

"I'll consider it."

Clark nodded and returned his gaze to the horizon. Mystique sighed softly and did the same.

Perhaps, with people like Clark around, Xavier's dream did have a chance.

And maybe, just maybe, there might even be a small place in it even for one like herself.

Maybe.

.

"So you got it?"

Myst nodded and held out a small package. "Yes sir. Full records of every unusual incident in the town of Smallville. May I ask why?"

Magneto took the box and opened it, extracting the memory cards. Looking at it, he moved to his desk and inserted the first card into the computer terminal before replying.

"Some of my agents have been reporting… incidents that bear the hallmarks of our hopefully-deceased enhanced-human adversary Superman. With these records, we can try to find the lab that created Superman, the project that gave him his powers or the incident that made him the man he was."

"And destroy it?" Voght asked curiously. Magneto shook his head.

"And claim it for ourselves. The Evolution Wave will create a utopia for mutants. No more hatred, no more discrimination. But there will be dissidents, as there always are, so we will need to hold the advantage. And if the project that gave a mere human such incredible powers can be claimed by us, can you imagine what it will do for a member of _Homo Superior_?"

Myst's eyes widened as the realisation hit her. She had been part of the team that had assembled the fragmentary reports about Superman into a coherant whole, and the enhanced human had been on a power level far above most mutants.

And if whatever had given him his powers worked on those with an X-gene…

"…wow."

"Indeed." Magneto smirked. "We already stand far above the ignorant masses, raised by our abilities, our genetic advantages. But if we can acquire the powers of the Superman, we will be able to reach higher still. We are already the next stage of human evolution, with this, we can attain the stage beyond that. _Homo Superior Rex_."

Myst felt herself marvelling at the passion of Magneto's vision.

His dream would come true, even if she had to sacrifice herself for it.

.

"…no way? You had trouble with your powers as a child too?" Mystique laughed as Clark escorted her into the dining room where one of the legendary Martha Clark lunches was waiting.

"Oh, he did." Martha grinned as Clark made frantic _hushing_ signs. Mystique turned to look at her and she grinned.

"Oh, he always had good control over his strength, but the first time he discovered his heat vision? We lost half a field before it could be put out."

"Mom!" Clark protested as the other occupants of the room started to smile. "You don't have to tell them _that_!"

"But it's so much fun." Martha twinkled. "Super-breath?"

"I managed to catch Daisy!" Clark protested. "She wasn't hurt at all."

"Daisy?" Evan asked and Martha giggled.

"Family cow, Clark sneezed and sent her flying."

"And for three months, Dad would dive for cover whenever my nose twitched." Clark reminisced.

"Flying." Martha said and Clark blushed. Rogue and Kitty exchanged glances, then leaned forwards to catch Clark's defence.

"That tree was going to fall down in the next storm, anyway."

"Fall, yes. Get sent flying because you were pretending to be a fighter plane? No."

"I managed to get it all cleared away, so it was fine. And the log-pile _did_ need topping up." Clark said, ignoring the sniggering amongst the younger residents and the highly amused expressions of the older ones.

"Cryo-breath."

"What's that?" Mystique asked curiously.

"I can freeze things by breathing on them." Clark explained. "And the kids loved the skating."

"Because normally you can't skate in the middle of summer." Martha smirked. "He froze half the lake. The top half."

"Okay." Clark said firmly. "I suggest that we put this conversation aside for later and enjoy dinner instead."

Martha grinned, but acquiesced gracefully, motioning for Mystique to take a seat with the other adults at the head of the table.

"Back tah school tomorrow." Rogue said softly. "Ah'm looking forwards tah it."

"Ja, unt Amanda vill be happy zat Clark unt you are back." Kurt added, helping himself to some potatoes.

"Speaking of which," Mystique said. "I was hoping I could borrow Clark tomorrow. Mr Franklin's had to leave for a family emergency and I'm having trouble finding a cover for the phys. Ed. Lessons."

"Sure." Clark shrugged. "Any news about the Brotherhood?"

"I think they're at Asteroid M by now." Mystique said. "So they won't be at school."

"Any idea what Mageneto could be planning?" Ororo asked and Mystique shrugged.

"Only that it included a gem of sittak and some green glowing rocks."

Xavier frowned. "Do you mean the Gem of Cyttorak? That is the relic that my half-brother used to become Juggernaut."

Mystique was about to answer in the affirmative when she caught the concerned look that Clark and Martha had swapped. A moment later, Martha spoke.

"The green rocks, slightly heavier than lead, glowing with an odd green aura and looking like giant crystals, albeit fragile ones?"

Mystique nodded and Clark closed his eyes.

"Kryptonite. _Damn_."

"Colour me clueless." Evan said slowly and Clark looked down at the table.

"It's something I came across in Smallville and it was the bane of my childhood. Kryptonite is an unusual mineral that was created when Krypton exploded. It gives out a form of radiation harmless to most, in small doses at least, but which causes me intense pain. Fortunately, the range is limited. However, I did some research into it before I relocated the Fortress and Kryptonite has some very unusual properties, properties which change as you place more in close proximity. How much did he get?"

Mystique frowned as she sorted through her memory. "Last I heard, about five cubic meters? No, five meters cubed."

Martha and Clark both winced.

"He was using most of it to generate power for his hideout." Mystique added. "About three-quarters, I think."

"Magneto has a a hundred and twenty five cubic meters of Kryptonite." Clark muttered. "Why do I not think that this is going to end well. Even a hand-sized crystal was a real problem."

"If he's using most of it to generate power, though…" Evans offered and Clark shook his head.

"That still leaves over forty cubic meters. That much Kryptonite… and with the Kryptonian… tech…"

Everyone stared at Clark, who slowly looked up from the table with a smirk.

"Magneto took the Kryptonian tech." He said slowly. "The specialised tech optimised for scanning and analysis, the tech with a fold-space datafeed back to the Fortress!"

For several moments, no-one moved, then both Rogue and Martha glanced at each other before smirking as well.

"Kryptonian tech is incredibly advanced." Martha said. "Even Forge has difficulty with it, and he has Clark and Rogue telling him how it works and what it does."

"Magneto may have ah tech wizard," Rogue continued, "But he or she'll be trayin' ta understan' something totahlly new ta them. And since tha datafeed is integrahted into tha central core…"

"They'll probably overlook it, allowing us to hack into their files and find out just what they are planning." Clark finished. "Looks like we may be able to do something after all."

For a moment, the room was silent until Evan spoke.

"And for those of us who don't speak geek, this means?"

"We can find out what my old friend is planning." Xavier said triumphantly.

.

Magneto looked round, catching Myst's attention.

"Something wrong, Lord Magneto?"

Mgneto continued to look round, his expression confused, then he leaned back in his chair and rubbed his forehead.

"Lord Magneto?"

"Just… just a feeling." Magneto said slowly. "For a moment, it felt like something I don't know about is going to become a real problem."

Myst and Chrome exchanged glances, then Magneto leaned forwards again. "So, Chrome, how are you doing with duplicating that superconductor?"


	22. Nightmares Revealed

_Author's Note – I wish the characters were mine, it would be nice to be rich._

_._

**Chapter Twenty-One**

Nightmares Revealed

.

"Shit."

The flat, overly calm statement caught his attention and Xavier looked across at where Clark and Forge were staring at the monitor in front of them, their faces almost bleached white with shock. Even without trying, he could feel the horror and fear rolling off Forge.

"What is it?"

He asked and Clark slowly looked up.

"We've got problems. Big problems. We're looking at the end of the world here, sir. If you'll give me a few minutes to upload our findings, we need to head out to recruit some friends. I think we need _everyone_ who is combat-capable for this, even Mystique. Hell, _especially_ Mystique."

Xavier stared at him, then nodded.

"Very well, Clark."

Clark nodded, then tapped his communicator. "Logan? Do you know the number for either Cap or Fury? And do you know where Reed Richards is?"

.

The airborne aircraft carrier seemed to grow in the cockpit canopy as the Blackbird sliced through the air towards it. In the co-pilot's seat, Scott looked at the giant craft and whistled.

"How the heck did they get _that_ to fly?"

"They use four special propellers." Logan said from his second-row seat. "Cap explained it to me with Iron Man giving technical details, the wings themselves contain jets that provide extra lift while the rotors include electromagnetic inductors to increase the airflow and thus the lift. Plus, the entire craft is lighter than it looks. Runs off a nuclear reactor."

Clark slightly changed the angle of approach and the Blackbird rose slightly, giving them a view of three of the four wings and the engines which took up most of the middle of them. A beep sounded and Clark reached out to flick a switch.

"_Unknown plane, this is SHIELD control. Identify yourself or be fired upon."_

"SHIELD Control, this is the X-Jet carrying the full X-men team and recruits. We have information of an armageddon-level event with a high probablility of worldwide extinction and as such require aid in dealing with it. We request permission to come aboard in order to divulge the nature of the threat and potential methods of dealing with it."

The resulting silence lasted almost half a minute as Clark adjusted course once again, maneuvering to keep the distance between the Blackbird and the Helicarrier constant. After a few moments, another voice sounded over the radio.

"_Logan, you there?"_

"I'm here, steve." Logan said. "The kid told the truth, this is big."

"_How big?"_ Captain America asked almost instantly and Logan gave a sad smile.

"Omega-three, steve. Omega-three."

The resulting silence somehow conveyed extreme shock, then Steve spoke once more.

"_You have permission to land. Do you have VTOL capability?"_

"We do." Clark said.

"_Then land on the illuminated pad. I'll see you there."_

The radio clicked as the transmission ended and Scott glanced back at the grim-looking Logan.

"Omega-three?"

"Endgame for everyone, kid." Logan explained. "Total endgame."

.

Steve Rogers watched the black plane swoop past overhead before it slowed and arced round, coming to a halt above the illuminated pad and slowly descending.

"Heck of a plane." Tony Stark noted. "I wonder how much it costs?"

Steve shrugged and Tony lowered his helmet faceplate, activating his scanning systems. A moment later, a muffled curse emerged.

"What?"

"That plane is… it's using gravetic technology to descend! My sensors can detect the space/time warping it causes… but the power levels are all wrong for that… and the frequency is… split? Multiple? How the hell is it _doing_ that?"

"My guess would be something linked to Superman." Steve shrugged. "He's the one who brought me back from being iced, so something like this? No problems."

"I heard that Fury's going mental trying to find that Fortress of Solitude of his." Tony smirked, opening his helmet again. "He's had Antarctica scanned three times already and still can't find it. He's going to send in ground teams next week. Not sure how _that_ will help, but…"

Steve started to nod, then he froze. A moment later, he started to laugh, causing Tony to give him an odd look.

"Superman said that no matter how much Fury searched Antarctica, he'd never find the Fortress. He never actually _said_ that that's where the Fortress was!"

Tony stared at him, jaw dropped as he followed the logic.

"Oh. My. Superman pranked Fury?"

"And used me to do it, as well." Steve said admiringly. "Damn, I _like_ that kid."

.

"Logan."

"Fury."

Fury nodded and then motioned for the Avengers and the X-men to take their seats in the briefing hall. Superman walked to the front of the hall and looked out at them.

"Avengers, I am Superman, the last member of an alien race…"

"Thou art Kryptonian!" a large, blond man interrupted. "Know this, last son of Krypton, Asgard didst mourn for the loss of thy race for thine kindred had great potential indeed. Should Asgard be of any use to thee, thou hast simply to ask, and the boon thou dost crave shall be thine. I swear this as Thor, Son of Odin, to thee, last of those who we had hoped wouldst be our allies."

Superman inclined his head slightly in acknowledgement and thanks. "First, let me introduce the others, Cyclops is the going to lead the X-men on this mission. Due to a certain situation that we have discovered, I cannot travel to the target location, Asteroid M, since doing so will kill me. Storm, who can command the weather, is the second-in-command while Logan is third. The others are Rogue, meta-power absorbtion, Nightcrawler, teleporter and Shadowcat, phasing. We also have Mystique, who has agreed to join us for reasons of her own, she's a shapeshifter. Captain, if you could introduce your team to mine?"

Steve Rogers stood up. "I'm an enhancile, superior speed and strength. Iron Man is currently my second, he uses technology. Thor stands with us, he's very strong, has limited flight capabilities and can control lightning. Banner is our scientific mind and can transform into Hulk, extreme strength and power, but… not that good with complex stuff."

Kurt looked quizzical and the slim scientist chuckled. "Basically, Hulk smash."

"Hawkeye is our distance specialist, he's an archer who never misses. Black Widow is a professional assassin. War Machine is like Iron Man, but with heavier weapons, he was here for a different reason and we… _recruited_ him."

As each person was mentioned, they lifted their hand or otherwise signalled acknowledgement. Superman waited for a moment, then resumed, placing a memory stick into the lectern before him and tapping at it to bring up several pictures and schematics.

"Asteroid M. The base of operations for Magneto and his Acolytes. We have files on some of them and will pass them round, but there will be several whose powers and abilities we have no idea about. More of that later.

"The primary problem is that Asteroid M is currently being reconfigured in order to generate something that Magneto calls the Evolution Wave. Derived from the radiation generated by a mystical relic, the Gem of Cyttorak, the Evolution Wave induces mutations in anyone it hits, turning normal people into mutants and causing secondary mutations in those with pre-existing powers. Based on the files we've copied from Magneto's systems, he believes that there will be a fatality rate of about 15% in normal humans during the process, and between 5 and 10% of mutants. The effect on enhanced humans and aliens was ignored due to the low absolute numbers and Magneto's hatred of non-mutant powered individuals.

"His figures would undoubtably be right, except that he is using a large amount of Kryptonite to boost the power of the wave for worldwide reach. Large amounts of Kryptonite act differently to small amounts and we do not believe that he was able to model it correctly, assuming that it occurred to him to even try.

"What he has actually created will destroy humanity entirely."

Several gasps sounded and Superman stared at the suddenly wide-eyed people in front of him.

"The amount of Kryptonite he is using will indeed resonate with the generated wave, but will change its properties. Forge, a mutant with expertise with machines but who is useless in a combat environment, and myself were able to accurately model what will happen. The Kryptonite will modify the waveform, turning it from an Evolution Wave to a Genocide Wave. Death tolls are estimated to be 96% for normal humans, 99% for mutants with most of the survivors being de-powered and 98% of the enhanced humans with again, the majority of the survivors losing their powers. The wave would kill me, I don't know what it'll do to any other aliens due to lack of information on their physiology.

"In other words, if we can't stop this device from being activated, the world will effectively come to an end."

Everyone stared Superman, who nodded.

"On my honour and reputation, I swear this to be true. I would have called in the Fantastic Four, but they're currently elsewhere and couldn't make it in time. Magneto intends to launch the Wave very soon and is currently building up power in large capacitance banks in order to unleash it. By his own data, he will release the wave in about thirty hours. We have that long to prepare and launch our assault. Cap, any ideas?"

Captain America rose from his seat and glanced at Fury.

"The Helicarrier is already on course to Asteroid M, but will not reach it until after the wave has been released. Nevertheless, Director Fury has ordered the location of Asteroid M to be locked into the Helicarrier's navigation systems, should the wave be released, the Helicarrier will ram and destroy the asteroid. Should we fail, at least the asteroid will be destroyed.

"As I discussed with Superman earlier, the assault force will use the Blackbird to get to the asteroid. Both teams will be aboard, I will have primary command with Cyclops as my second. We have worked together before."

"Not a problem." Scott said. "It's an honour, Captain."

"We will be escorted by two Quinjets, each carrying a squad of agents to secure our landing site and cover our retreat. Due to Magneto's powers, the Quinjets will keep their distance until we launch our attack.

"Now for what we are facing. Thanks to Superman and Mystique, we have a partial overview of the forces we'll be going up against. Magneto himself is a master of magnetism, able to control and manipulate most metals from a distance…"

.

"So, you're all mutants?" Hawkeye asked and Storm nodded.

"We are. I hope that you do not have a problem with that."

"Hell no." Hawkeye grinned. "I'm a mutant myself, got the X-gene and everything. I can't make out colours, I see in black, white and shades of grey, but I have what some called a low-level precognition power. I _know_ just where to shoot to achieve what I want, assuming it's possible. Heck, Cap's seen me do shots he thought couldn't be done."

"He's right." Black widow chimed in. "I'm just very skilled. He has about two seconds of precog. Makes fighting him quite interesting."

Hawkeye grinned.

"Zat iz cool!" Kurt enthused. Hawkeye shrugged and turned.

"So, Superman's sister? Adopted?"

"Martha adopted meh when she learned ah was alohne." Rogue said softly. "Mystique used ta be mah motha before tha'."

Mystique nodded, her gaze unfocused. "I was, until Magneto forced me back into his service. Rogue was kind enough to forgive me."

"Out of interest," Scott said from the pilot's seat, "I heard about a group called the Howling Commandoes, why aren't they helping?"

"They're currently tracking down a monster in Alaska, a Wendigo, or something like that." Steve explained. "Fury was going to recall them, but including them in the mission would have cost us too much time and even with the quinjet that they've got, they won't be able to make it until maybe an hour or two before the Wave is released."

"Means we're pretty much _it_." Logan growled. "Just like old times, huh steve?"

Steve grinned and turned his attention to the horizon. A moment later, a beep sounded.

"Cyclops here."

"_Cyclops, it's Clark. Forge and I just did another upload, please tell me you're going as fast as you can."_

Cyclops frowned at the radio. "Airspeed at max, Clark. ETA is five hours, thirty-two minutes. Why?"

"_Because it seems that the timing has changed. The Wave is being released in just under seven hours. We don't know how, but they've managed to cut a full twelve hours off the charge-time. Looks like the device Forge gave you may be needed after all. Good luck."_

For a moment, the plane was silent, then Logan summed up the situation perfectly.

"Shit."


	23. Forlorn Hope

_Author's Note – I wish the characters were mine, it would be nice to be rich._

_The battle scene is, admittedly, sub-standard. My apologies in advance, I'm not good at them._

_._

**Chapter Twenty-Two**

Forlorn Hope

.

"Stealth mode active."

Cyclops' quiet statement seemed to enhance the tension in the plane. In the co-pilot's seat, Wolverine craned his neck and grunted.

"Got it, scanners have locked on. It's drifted about a hundred meters from the last noted position, adjusting course."

Cyclops nodded and Wolverine glanced back at the others.

"We'll be going in hard, Tin, Storm, Jean, you'll cover us until we can get the bird down."

"Tin." Tony grumbled. "What a _stupid_ nickname. Okay, moving to the hatch now."

"Remember the plan." Wolverine continued, ignoring the low-level muttering from the irritated armour-wearer. "Group one with cap, heavy combat, control room. Group two with me, infiltration, power core. Mystique'll lead group two as she's visited before and knows the way. Any last-minute snafus? No? good."

"Excellent motivational speech." Cyclops snarked and Wolvering glared at him before releasing a grunt of amusement and turning back to the console.

.

"Stop. Pacing." Fury ground out as Superman passed by him for what had to be at least the hundtredth time. "We both know you'll die if you head there now, and the Helicarrier can only go so fast. So. Stop. Pacing! What do you want to do, get out and push?"

Superman halted so abrubtly that his cape flared forwards and briefly wrapped around his legs. Fury's eye suddenly widened.

"Don't even _think_ about it! We have too much stuff on the hangar decks, if we go faster, the slipstream'll blow it off."

Superman stood still for a moment, then resumed his pacing. "There must be something we can do, something that'll change the situation."

"We'll get there and grab that damned gem from… what?"

"The gem." Superman whispered. "The Gem of Cyttorak… Fury! Get me cleared for the Alpha Penitentiary, I need to speak to Juggernaut!"

Before Fury could respond, Superman had vanished from the bridge. A second later, the carrier trembled slightly as a sonic boom marked his departure.

"Someone contact Alpha and get him cleared." Fury sighed. "And ask the warden to find out just what the _hell_ he's planning!"

.

"Lord Magneto? What is it?"

Magneto rose from the throne-like command chair, frowning in concentration as he tried to localise the oddity that had briefly caught his attention.

"My lord?"

"I felt something…" Magneto said almost meditatively. "Something… familiar…"

"Proximity scanners show negative for intruders, Lord Magneto." Frenzy said from her station.

"Nevertheless…" Magneto murmured, then his eyes widened in horrified realisation. "I can sense an area of… _nothing_! Like Xavier's mansion, but closer! We're under attack! Sound the alarm!"

The Blackbird's engine-howl drowned out the end of the shout as it hurtled past the tower, slowing dramatically as the engines reversed thrust, causing it to spin as it almost plummeted onto the main landing pad at the base of the command tower even as three figures, one black-clad, the second in black and green and the third red-and-gold, rose into the air.

.

Ambush.

Surprise attacks are generally amongst the most devastating tactics used in war. The effect is dependent on multiple factors.

The physical aspect, despite what many believe, is one of the lesser aspects of a viable ambush. The most important aspect is, and always has been, psychological. A surprise attack, one that has not been prematurely detected, comes as a total shock to the ones being attacked. Having believed themselves to be safe, they must adjust their reflexes from peace to war, a process that normally takes some time. The actual effect tends to be confusion and panic as the situation that they had believed was stable changes without warning, in ways that they don't expect.

The first stage is disbelief. The ambushees have to try and adapt to the fact that all of a sudden there is someone now trying to hurt or kill them. Many fail to make it past this stage before dying or being injured beyond fighting.

Next there is realisation. The impossible is actually true. They are being attacked and need to fight back.

After that, retaliation. Usually unplanned and unco-ordinated, yet it is this stage that determines if an ambush succeeds or fails. Training is needed in order to get the previous stages out of the way as fast as possible. True warriors often act almost instantly in an ambush situation, their subconscious making the decisions needed to survive, following the brutal logic of war. Fight or flee, kill or be killed. In situations like these, emotions are a liability, compassion a sure way to get killed. Amatures shatter in an ambush, professionals tend to recover with a speed that most would deem impossible.

Magneto's Acolytes, despite their powers and impressive individual fighting skills, were not true professionals, were not trained in teamwork.

The Avengers were, and the X-men, although the latter still had much to learn, at least knew what they could do.

And they meant to do it.

.

"This way." Mystique said quietly, trying to avoid getting the attention of the defenders. "You have the device?"

"Got it." Kitty answered nervously. Kurt patted her reassuringly on the shoulder.

"Ve'll do gveat, Kitty. Ve haf Logan."

"Yeah, against Magneto, I'm a burden thanks to my damned metal bones." Logan grumbled, popping his claws out and taking position by the door, Hawkeye and Black Widow moving to flank him. "Open it!"

"Opening… clear!"

The group descended into the depths of the asteroid.

.

The door into the tower vanished as a blast of red energy slammed through it, then the attackers charged through, meeting the disordered Acolytes like an avalanche slamming into a brick wall. At the head of the attackers, Hulk, Thor and Captain America fought like the well-oiled trio that experience and training had forged them to be with Cyclops and War Machine backing them up, Cyclops' optic blasts hammering anyone who tried to flank them while War Machine's missiles curved round the lead trio to home in on their enemies. Rogue brought up the rear, ready to copy the powers of anyone she could grab. From above, the sound of shattering windows, stressed metal and thunderclaps marked Iron Man and Storm's entry into the chaotic maelstrom of combat.

On the top floor, behind the shields hastily levitated into place by Magneto, the three people there worked almost feverishly as they tried to finish their self-imposed mission.

"Capacitors are up to ninety percent!" Tekmage reported. "I've diverted power from all non-essential systems, we'll be able to achieve full planetary coverage in ten minutes!"

"How much do we have now?" Magneto asked as he maneuvered a metal plate to cover a patch glowing red-hot from an attack.

"Ninety percent population, about seventy-eight percent planetary surface." Chrome stated from his station. "Sir, I suggest we begin activation now, once we have the primary and secondary systems warmed up, it's only a matter of how much power we can accumulate before we activate the Evolution Wave."

The tower seemed to tremble and a thin layer of dust descended, dislodged from the ceiling.

"An excellent suggestion, Chrome." Magneto said, moving another metal plate to cover a gap created when a bolt of lightning had struck and warped two of the shields. "Tekmage, begin the primary activation sequence, Chrome, bring up the secondaries and ensure they remain stable."

"Yes, Lord Magneto!"

Magneto turned his attention to the more pressing matter of halting the attackers as he pulled one of the shields back in place, forcing it to obey his will rather than that of the telekinetic trying to pull it away from the tower.

.

"Shit!"

Pietro leapt back as six familiar claws carved through the primary entrance to the Power Core. The other people in the room stared at him for a moment, then they reacted as the door collapsed, revealing the growling form of Wolverine and the others arrayed behind him. Voght instantly started giving orders.

"Avalanche, destabilise the corridor! Blob, block the door! Pietro, hit-and-fade! Sven, Harlan, Eric, fuse now!"

Pietro accelerated to avoid an arc of thrown bone-spikes, only to slam into the wall as his feet hit a slippery patch.

"Slick bomb." Mystique said with a smirk as she threw several more into the room. "Move too fast and you won't be able to stop. After what you did to my daughter, I knew that I'd have a reckoning with you again."

Pietro scrambled away from the enraged blue-skinned woman, then Voght appeared in front of him, solidifying out of mist.

"Mystique, I knew that you'd abandoned the cause, but joining Xavier? How could you?"

"Family." Mystique said in a quiet yet intense voice as she moved to confront the Acolyte.

.

"Thank goodness that Magneto doesn't have any flying Acolytes." Iron Man noted as he evaded one of the flying sheets of metal orbiting the tower. Storm, far above them, sent another overcharged lightning bolt down, liquifying several of the flying shards as it hammered the tower once again.

"His power… it's strong…" Jean gasped as she used her telekinesis to grab a sharpened metal pole and fling it at the tower. The pole penetrated almost halfway before it stopped and warped, folding down to lie along the hair-thin gap between two of the protective plates. "Damn!"

Iron Man unleashed a laser barrage that scorched several of the blocked windows. "I hope the others are doing better than we are!"

"We just need to keep Magneto's attention on us!" Jean shouted, ducking a flying guillotine that would have decapitated her had she not moved. "Keep trying!"

Another lightning bolt slammed into the tower.

.

The tower shook and trembled as another blast hammered at it, except this one was from below. Magneto snarled as the floor ruptured, allowing thin beams of red energy to slam through.

"Tell me that the Wave Generator is ready!"

"Final stabilisation in progress, external arrays deploying now!" Chrome shouted, ducking as another sliver of red energy lanced up beside him before Magneto could rearrange the metal flooring to block it once more. "We can fire in fifty seconds!"

.

"Scott!" Kitty yelped into her headset. "The device has been smashed! We're trying to get to the controls to force a core shutdown, but… the Brotherhood and six Acolytes are here, and they're too tough! Wolverine's barely holding against a giant one that formed from three of them, and Kurt's down!"

A body slammed into the wall and Kitty leaned through the bulkhead she was sheltering behind and pulled someone through.

"Black Widow just got KO'd, we're holding, but only just!"

"_Understood, Kitty."_ Scott replied and Kitty's eyes widened as the sound of battle leaked through the link. _"We're getting through up here, we should be able to… oh shit."_

Kitty opened her mouth to ask what had happened, then her gaze fixed on a nearby repeater display.

"Evolution wave commencing?" She whispered. "No. NO!"

.

"And so it begins." Magneto intoned with a triumphant smile.

.

The Gem of Cyttorak stood proud in the middle of a complex array of technology and carefully-placed Kryptonite shards, each carved and polished to reflect and enhance the aura of the Gem, the aura that had already granted one man incredible power and was now being used as the focal point of a machine intended to bestow new capabilities on unaccountable millions.

The aura grew and flared, turning darker in a way that would have horrified anyone who knew about what is was meant to do, and what it was actually doing. The arcs of power radiating from it and striking specifically-emplaced conductors made the area completely lethal to anyone who might have intended to set foot in the projection array.

The power built up, reaching levels never before achieved by any human or mutant, then the situation changed.

.

"Mine!"

.

Tekmage stared in horror at his readouts while Chrome gazed without comprehension at one of the screens before him. Several explosions rocked the asteroid, but neither of them could move, both trying to understand just how one single factor, something that should not, _could_ not have happened in any rational universe, had just occurred.

Magneto was more controlled, and he recognised the figure standing in the shattered wreckage of his life's triumph, although the recognition did nothing for his disbelief.

"Juggernaut."

.

Alarms blared and red lights flashed in warning as surges of power arced back through systems never designed to carry such voltages. Bolts of electricity arced through various rooms while explosions sent clouds of shrapnel hurtling across halls and down corridors.

"Run!"

Logan sprinted after the others as they retreated as fast as they could, the dazed Black Widow slung across his shoulders. Ahead of them, a door opened and a young scared girl emerged, shouting something. Without breaking step, Hawkeye scooped her up into his arms.

"Piotr!?"

"What the…" Mystique started, then she saw Hawkeye's burden and her eyes widened in recognition. "Illyana?"

"_Raven! What's happening? Where is my brother?"_

"_The asteroid is falling apart, we're getting you to safety."_ Mystique gasped, shifting Kurt's unconscious form slightly as they took the corner without slowing. _"I don't know where Piotr is, but I have a friend who can help to find him afterwards. If anyone can survive this, Piotr can."_

"Less talk, more run!" Logan snarled as a gout of flame missed him by mere inches.

.

"Evacuate." Magneto said almost calmly, causing the other two to stare at him. "We cannot win, take the pods and escape. Go to one of the safehouses and wait for new orders."

For a long moment, no-one moved, then Chrome reacted.

"My Lord, are you certain…? In our moment of triumph?"

"We have lost this one." Magneto said quietly. "I will not see my Acolytes die in a futile attempt to salvage some sort of honour from defeat. Look at the damage monitors, Asteroid M is doomed. Order the evacuation, Chrome, then escape while you can."

Chrome closed his eyes and nodded even as another explosion rocked the tower. "It shall be as you command."

Magneto turned away and his gaze focused beyond the metal walls.

"Charles, what was so vital that you unleashed your greatest enemy like that? Why would you stoop to such things? What did you know that I did not?"

.

.

.

.

_Author's Afternote – A Forlorn Hope was the term used for the group of soldiers who spearheaded an attack against a fortification in the hope of capitalising on a pre-existing breach in the defences, a breach usually created through the application of artillery. Once through, they would try to hold the breach until reinforcements (usually folow-up waves of soldiers) could get through to them._

_Casualties in the Forlorn Hopes generally approached 100 percent, so those who managed to survive were generally highly venerated, they had proven their superior fighting skills._

_Membership in the Forlorn Hopes were generally reserved for two classes of soldiers, the volunteers seeking fame and promotion, and the convicted. The latter participated with the knowledge that if they somehow survived, proving themselves in the process (not hiding etc), whatever crimes they had been convicted of would be removed from their records._


	24. Rising Hope

_Author's Note – Characters still aren't mine, I'm only playing with them._

_._

**Chapter Twenty-Three**

Rising Hope

.

"**All personnel evacuate immediately. The asteroid has become unstable. System crash imminent. All personnel evacuate immediately…**"

As the looped message echoed through the asteroid, war turned into chaos as everyone tried to disengage and flee, taking those who could not move with them, all except for one man who tried to fight his way past.

"Illyana!"

Cyclops activated his comm. "Mystique, we have a problem, who is Illyana?"

"_She is Colossus' younger sister, a non-mutant. We have her and are getting her to the Blackbird. Why?_"

"Colossus!" Cyclops shouted. "Illyana is being taken to safety, come with us if you want to be with her!"

The metal man stared at him, then nodded. "I come, but if you lie, I crush you."

.

"Fred! Lance! This way!"

Blob and Avalanche sprinted down the passageway, dodging the broken rock falling from the ceiling.

"Where are we going?"

"Small hangar, one of the Acolytes mentioned that there were extended-range planes there!" Toad gasped as they rounded the corner. "I say we grab one and get back to Bayvelle."

"And Pietro?" Lance asked.

"Hell with him!" Toad snarled. "Bastard got us to betray Mystique, she was the first one who believed in me! He can crash with the asteroid for all I care!"

Fred and Lance exchanged glances, then Lance spoke.

"Good point."

"Yeah, now come on!"

.

"I can't believe that he grabbed Juggernaut and threw him onto the asteroid." Fury fumed. "Sure, it worked, but now that Juggernaut's got the Gem again, there's no telling what he'll do!"

"Incoming comm request from Superman." One of the agents shouted and Fury stabbed at his console.

"Fury here."

"_Fury, it's Superman. I can see multiple explosions on the asteroid, I think my longshot paid off._"

"Hell of a longshot." Fury grunted and Superman laughed across the link.

"_I know, I had to throw him a full kilometer for it to work. I still can't get near the asteroid, but it looks like they're evacuating.I've seen three planes and several gliders already. Once everyone regroups, I need Thor's help. I believe he promised me a boon…? I have a promise to keep._"

Fury closed his eye in resignation. "Why do I think I am not going to like this? Okay, how long before we can return Juggernaut to Alpha Penitentiary?"

"_We can't, not until he does something deserving of it._" Superman instantly responded. "_That was part of the bargain with him. A new start, elsewhere. Anyway, your other agents are arriving, may I ask you to collect all the Kryptonite?_"

"Wait a moment…" Fury said slowly. "You want _me_, someone you have no real reason to trust, to take control of the only known substance that can kill you? How do you know I won't use it to force you to join the Avengers?"

"_Steve._" Came the instant reply and Fury found himself nodding.

"Good point, but I want the plans for a kryptonite reactor with shielding. If it's small enough, I'll install it onto the Helicarrier."

"_Replacing the nuclear reactor with something smaller, less dangerous and far more powerful._" Superman said, following his logic. "_An excellent idea, I'll have the plans sent to you as soon as possible. And to answer other questions you might have, knowing that SHIELD is using the Kryptonite to power its Helicarrier means I know the stuff isn't being turned into bullets for criminals. Furthermore, I'm not certain how much Kryptonite came to Earth, but this has to be most of it, reducing the normal risk to me. And since you have the perfect weapon to use against me, and you know that I know it, you can relax in the knowledge that I'm not going to do something stupid like try to take over the world._"

Fury half-smiled. "Understood and agreed. More operatives are on their way and we managed to catch a tailwind. Will you still be there by the time we arrive?"

"_No, once I've fulfilled my part of the bargain, my team are headed back to the institute. I'd suggest keeping this whole thing under wraps, we don't want people to panic._"

"Agreed." Fury said instantly. "The knowledge that a group of mutants almost wiped out all of humanity would be a very bad thing. I'll bury the story. Fury out."

.

"Thor!" Superman shouted as the Asgardian exited the Blackbird and looked around. The blond god brightened and strode over to him, grinning with the after-effects of battle.

"Superman!" Thor shouted, grabbing the black-haired man and embracing him hard enough that a normal human would have suffered from cracked ribs. "Twas a truly magnificent battle! I thank thee for the chance to prove myself once again!"

"Thor, we need to talk." Superman said, leading the god away from the others. "Do you know anything about the Gem of Cyttorak?"

Thor frowned as he searched his memory. "Aye, 'tis one of the ancient demonforged relics, one beyond use by those of Asgard. My father knoweth of its powers, why dost thou ask?"

"Can you take myself and Juggernaut to Asgard briefly?" Superman asked, avoiding the question. "We need to speak to your father."

.

"_They did what?_"

"Thor, Superman and Juggernaut have gone to Asgard, sir." Captain America repeated. "They were speaking quietly, then Thor raised his hammer and called for Heimdall to open the Bifrost Bridge. A moment later, they were gone."

"_What the hell are they playing at?_" Fury wondered and Steve shrugged as a transport plane flew overhead.

"Couldn't say, sir. But they took the Gem of Cyttorak with them."

"_They did what?_"

.

"Wow." Cain said quietly, staring at the giant city floating in space before them. "I'm not often impressed, but… wow."

"Behold Asgard!" Thor proclaimed, "Greatest city in the nine realms and my home. Come!"

As the duo followed the eager god, Juggernaut turned slightly. "So, you think that this will work?"

"Thor said that as the last of a race that they respected, I could ask for a boon. I needed your help, you don't want anyone trying to seize the Gem for any reason… if it still grants you its power despite being in a different realm, then storing it in a city of gods who can't use it but will happily protect it from everybody else…"

Juggernaut nodded, then looked at the floating city.

"Bloody long bridge. Hey, Thor! Could Superman fly us in?"

Thor blinked. "I… see no reason why not, although we should still meet first with Heimdall."

Superman nodded and lifted himself above the bridge. Offering his arms, he let Thor and Juggernaut grab his wrists, then he flew forwards, accelerating quickly so that the rippling bridge of light seemed to blur. Ahead of them, the city grew, then they flew into a tunnel. Superman lowered the others down as they emerged and found themselves confronted by a huge black man with golden armour.

"Heimdall! Good to see you again!" Thor declaimed, clapping the taller man on his shoulder. "May I introduce Kal of the house of El, the last son of Krypton and Cain Marko, the partial Avatar of Cyttorak. Though he has the power, his mind is his own."

Heimdall lifted one eyebrow as Juggernaut frowned in confusion.

"_Partial_ Avatar?"

"Indeed." Thor explained. "Hadst thou bonded fully with the Gem of Cyttorak, thine body wouldst have been but a vessel for Cyttorak itself and thine mind and soul shattered, destroyed for all time."

Juggernaut stared at him in shock. "What?"

"How thou didst avoid that fate, I do not now."

.

"It is quite simple." Odin said, leaning back in his throne. "Your spiral of life contains a portion that, if it had been activated, would have given you power but removed the protection you enjoy. In its passive state, it protected you from possession, thus granting you the power of Cyttorak, without being controlled by it. The rage you feel is but an echo of Cyttorak's fury at having failed to take an Avatar but still having lost his power."

Cain stared at the large, red gemstone in his hands. "So… had I been an active mutant like my brother, I'd be…"

"An unliving puppet for an ancient demon." Odin confirmed. Cain shuddered.

"What the hell do I do with this?"

"You keep the power, but let us safeguard the Gem itself, thus preventing Cyttorak from ever gaining a new form." Odin said. "I have several vaults to hold dangerous objects, I can change one so that only you may open it. Once I do that, not even I shall be able to gain access. As for the power, I can create a stand for the gem, an enchanted one that will still siphon the power to you, but protect you from the manipulations of Cyttorak."

"And if I want to return to Earth?" Cain asked curiously. Odin shrugged.

"The bond, once created, cannot be broken, regardless of what realm you are in, unless one of the bond-anchors are destroyed. Since your soul would be one and the stand the other, you need not worry."

Juggernaut frowned for several minutes, then nodded. "Alright. Better to rely on a god than a demon."

"And your promise?" Superman asked, causing Juggernaut to laugh harshly.

"After all this? Hell, I don't ever want to see my little bro again, but if my powers _had_ been active, I'd be dead and a demon would be using my body. We have a truce. My word on it."

"Excellent." Clark said, holding out his hand. Cain took it as the assembled Asgardians looked on with approval. Odin leaned forwards.

"Superman, this action is not the boon we owe you, Cyttorak has long been an enemy of Asgard. If you wish something else, ask."

"With your permission," Superman said, bowing slightly, "I would rather wait until the gem of the demon has been safely stored."

"Agreed." Odin said, rising from his throne. "If thou wouldst follow me…"

.

"Thanks for that." Cain said, shaking Superman's hand, then Thor's. "I feel lots calmer now."

"Heimdall shall send you back to Earth." Thor said and Superman smiled.

"But he shall not send you to America. I'd prefer for you not to be… tempted to continue your vendetta. He's promised to send you to a large tropical island, so you may want to work on your tan while you are there."

Juggernaut snorted with laughter. "Yeah, maybe. Well, drop in if you're anywhere near the neighbourhood. Maybe we can have another spar."

"The bridge is open." Heimdall said from behind them and Juggernaut nodded his thanks.

"Well, time for another long walk. Hey, blue, got a way to make it faster for me… what are you doing? Put me doooooowwwwwwnnnnnn!"

Thor failed to contain his mirth as Superman flung Juggernaut out over the bridge, directly into the dimensional vortex. Even Heimdall smiled slightly.

"He made it, I am closing the bridge. Where do you wish to go?"

"Xavier's mansion." Superman said, picking up a long, rectangular stone inscribed with runes that seemed to shimmer with an unearthly glow. "I need to put this somewhere safe.

"Once done, I shall activate it from here." Heimdall said, looking sideways at an alcove where an identical stone rectangle was standing in a bronze-coloured frame which held it against the wall. "The Bridge is opened, thou mayest depart. May your path lead to greatness."

"May your enemies flee in fear of your names." Superman replied as he started to fly towards the dimensional vortex at the end of the bridge. The two gods watched him go, then Thor spoke.

"An excellent parting wish, I shall remember it."

Heimdall smirked.

.

"_Brother!"_

"_Illyana!"_

Colossus scooped his sister up and swung her round before settling her in the crook of his arm. _"How do you feel? I have some medicine here…"_

"_Medicine?"_ Logan interrupted, earning several startled looks from the people around them. _"What's wrong with her?"_

"_My sister suffers from a rare condition that saps her strength and makes her ill."_ Colossus said slowly. _"Magneto promised to find a cure, that is why I followed him. He provided medical care for her."_

"_A cure, huh?"_ Logan asked. _"Flyboy, wherever he is, brought back Cap over there from the dead. I'm sure that he can heal your sister."_

"_If he does, then I shall forever stand with you."_ Colossus said as Illyana hugged him.

"Logan…" Evan said, walking over from where he had been talking to his aunt, "What was all that about?"

"Doesn't matter for now, kid." Logan said gruffly. "Tell the others we're heading back. Fury can clean this lot up himself."

Evan nodded and jogged back to his aunt.

.

The Helicarrier slowed and from the command bridge, Fury looked down at the smoking remains of Asteroid M. A cargo helicopter, multiple pallets slung underneath, flew past, heading for a distand ship.

"Report."

"The area is secure and we have already collected most of the Kryptonian tech." Iron Man said, his uplinks giving him a realtime overview of the operation. "Quite a bit of the Kryptonite was vaporised in the explosions, but we have at least half of what was reported. Superman has already sent several plans, once we get a better idea of how much Kryptonite we've collected, we can start building the new reactor for the carrier."

"Excellent." Fury said, watching the agents below as they fixed ropes and ladders to allow them to explore the half-ruined superstructures. "And the Acolytes?"

"We managed to capture almost half of them, the rest managed to escape." Iron Man replied. "No sign of Magneto."

"And there probably won't be, not for quite a while." Fury stated. "At least we've removed his ability to try again. The Gem is in Asgard, the Kryptonite in out hands and his asteroid is down. He'll have to rebuild before he can do anything else. We've won this round."


	25. New Day

_Author's Note – If you don't knowby now who really owns the characters, there's no hope for you._

_. _

**Chapter Twenty-Four**

New Day

.

"_Illyana?"_

"_Brother!"_

Colossus grinned as Illyana, showing energy that she had been lacking for years, leapt off the bed and into his arms.

"While I'd like to do several follow-up scans to ensure that the treatment worked properly, the chances of anything going wrong are minimal." Clark smiled.

"Thank you!" Colossus grinned, reaching out with his free hand to clap Clark on his shoulder. "I had almost given up hope… thank you!"

"I have set aside a small suite for you and your sister." Xavier said from behind them. "Two bedrooms, one bathroom and a living/dining room with kitchenette, although you'll probably want to join us for our meals. Martha is a truly _excellent_ cook."

"Thank you." Colossus repeated, tears of joy trickling down his cheeks.

"Welcome to the X-men, Colossus." Xavier said, offering his hand. Colossus took it without hesitation. "I hope you like it here, although I have an offer to make. I've managed to track down and contact several new mutants, teenagers, and having another mentor around to help look after them…?"

Colossus nodded. "Of course. I look after little sister, how much harder can it be? Ow!"

Illyana folded her arms and glared at the brother that she had just slapped while everyone else somehow managed not to laugh.

.

The crashed plane slowly slid to a halt, coming to rest against a tree and leaving a long trail of torn vegetaion marking its attempt at landing. After several minutes had passed, two figures, one significantly larger than the other, pulled themselves out and collapsed on the forest floor. A third figure jumped out and stood proudly on the remains of the small fuselage.

"Heh! You see? I _told_ you I could get us back!"

The large figure rolled over with a groan while the smaller one fixed him with a glare.

"Shut it, Toad. You almost _killed_ us with that landing."

"But I didn't… woah!"

The ground shook, dislodging Todd from his perch and sending him tumbling to the ground, causing him to land by one of the now-detached wheels. "Watcha do that for?"

"Look, once we can walk, we'll head back home and decide what to do. For now, shut it. And where the hell did you get your pilot's license?"

"License? Who needs a license?" Todd scoffed. "I used my mad arcade skillz."

Lance and Fred exchanged a long look, then Fred slumped back down.

"We can kill him later."

"Yeah."

"Hey!"

.

"Final tally, sir." The agent said, handing an e-pad over. "One primary console, two intact scanner drones, two partially disassembled drones. We think we've managed to get most of it accounted for, some of it got severely damaged during the assault. We've also managed to recover almost seventy cubic meters of the green material… Kryptonite… and are transporting it to the primary base for processing."

"Excellent." Fury said. "Cutter, your report please?"

"No sign of Magneto or any of the escaped Acolytes at this time, sir." The dark-haired woman replied. "Preliminary interrogations of the captured have proven… less than useful. They refuse to say or do anything that they see as a betrayal. It could take some time to develop any useful intelligence."

"Understood." Fury noted. "Keep me informed."

"Of course, sir."

.

"You wanted to speak to me, Trask?"

"Yes, Mister Creed." Boliver said, meeting the gaze of the leader of the Friends of Humanity. "My sources in SHIELD have given me an unusual piece of technology and several bits of information you should be aware of. It would seem that Superman isn't a mutant after all."

"Not a mutant?" Creed said slowly. "Interesting. What is he? An enhanced human?"

"An alien sir, apparently the last of his kind."

Graydon seemed to darken with rage. "So he came here hoping to repopulate his race using ours. Unacceptable!"

"We did manage to get a sample of his technology, sir." Boliver said quickly. "A drone, one containing some very impressive computational crystals. My scientists are already working on how to duplicate them… sir, each crystal is the equivalent of a low-level supercomputer, with a processing speed almost an order of magnitude faster than anything we have! When we put one of the chips into the prototype, its combat efficiency rose by over _three hundred_ percent!"

Graydon Creed froze, then his gaze sharpened.

"Incredible. Technology like that is wasted on aliens. How many of these crystals are there?"

"Eleven, sir. We are still examining the rest of the technology for more additions to our arsenal. The sensors look… interesting, but they seem to contain and rely on several odd elements that we cannot get."

Graydon nodded. "Use six of those crystals in the first flight of the Sentinels, send the others to the research stations to see if they can be duplicated. Humanity will prevail!"

Boliver Trask snapped to attention. "Yes sir! Humanity will prevail!"

.

"Father, do you want me to do anything?"

"Not at this time, Pietro." Magneto replied, looking out of the window of the chalet at the looming mountains. "We must wait for some of the fuss to die down, to move to early is to be captured and all our work will be set to naught."

"Like it already… oh hell. Dad?"

Magneto turned and saw Pietro staring at the television. Looking at the screen, his fists clenched as he saw Superman lifting a collapsed crane off several vehicles, allowing the emergency services access to the injured.

"Dad… how can he be alive? I trapped him in that collapsing dimension…"

"If he had got out, he would have been part of the team that tried to destroy the future of the mutants…" Magneto mused. "For him to have waited, he must either have been incapacitated, and I see no sign of injury, or… or he's a clone!"

"Is that possible?"

"I see no other solution." Magneto sighed. "We may need to secure some of his DNA and create a clone of him ourselves. Raise it to be loyal to us and we would have a great weapon. I vowed never to contact him again, but it seems that we may need the services of Sinestro."

.

"…the hell?"

The trio stood before the smoking wreckage of what was once a house.

"This isn't good." Fred rumbled. "Where do we live now?"

"I dunno." Lance said slowly, then he spat in disgust. "Fucking Magneto! Never should have joined him. He's really screwed us over."

"I'm pleased to hear you say that." A familiar voice purred and all three spun round.

"Mystique?"

Mystique smirked at Todd's yelp. "You have a choice. Go your own way, join Xavier or come with me. I have a new house ready. You chose to return to Bayville, Pietro did not. I think we can assume that you… no longer wish to follow his lead."

"And Magneto…?" Lance asked slowly.

"Can go to hell!" Mystique snarled before regaining control of herself. The trio exchanged glances, then Lance spoke.

"Okay, I'm in… for now."

"Same here."

"What he said."

"Excellent." Mystique smiled. "If you'll follow me, you can get settled in."

.

"How long will you be gone?" Xavier asked, looking up at the Javelin as Clark replaced the access hatch and floated down.

"Probably several weeks." Clark said. "Now I've got the crystal matrix properly aligned, I think it's time to return to Krypton for a look round. According to records, there was a sister planet named Argo, about the size of our moon, which had several domed cities on it. If even one of them survived…"

"I see, and I understand." Xavier smiled. "I wish you luck on your journey. Have you already said goodbye to the others?"

"He has." Martha said from behind them, "But we decided to see you off, anyway."

"Thanks, mom." Clark grinned, giving her a quick kiss on the cheek, then moving round the group, distributing handshakes and hugs impartially. "I'll see you all when I get back."

.

Cain Marko crested the hill and stopped, staring at the scene before him. The shoreside village was the first he had seen since Heimdall had sent him back to Earth, and he still didn't know where he was, but the sight before him was proof beyond doubt that it wasn't any of the countries he deemed civilised.

Over half the huts were damaged or on fire, with corpses lying around, but the true horror was in the middle where a gang of men clad as soldiers were tying up the widows and daughters of the dead, stripping their clothing off as they did so and laughing at the wailing and crying of the females.

"That… is not right…"

Clenching his fists, Juggernaut strode towards the village. One of the soldiers saw him coming and called out a warning, but Juggernaut simply accelerated, loping towards the scum who would all die if he had anything to do with it. Bullets bounced off him, then he was amongst them, grabbing one of the trucks and swinging it up and over as he tore into them with a fury that owed nothing to Cyttorak.

After the last of the soldiers was dead, Cain started to untie the women. As he worked, he ignored the rivulets of blood spreading across the road, heading towards the damaged sign, the sign which had only a fragment of the writing on it still visible.

…LCOME TO SUNNY GENO…

.

.

.

.

_Author's Afternote – Well, that's season 1 (although I did scramble the timeline a bit, butterfly effect and all that). Yes, I grabbed Magneto's plan from the X-men film and upped it in scope. When/If I do season 2 (which will not be for several months at the very least, probably not until near christmas, sorry), several of the chekov's guns I planted will be fired. The Sentinels will be multiple and dangerous, for instance, and as for where Juggernaut is…well, evil laugh time!_

_I hope you enjoyed it, I certainly had a blast writing it. Interesting how one man can make a difference…_

_TheBeardedOne._

_PS – The next chapter is a teaser/trailer for the sequel, just to whet your appitite._


	26. Institute Saga II Sneak Preview

_Second page posted today. If you jumped to this page using the , go back one chapter._

_This is a teaser/stinger for the sequel which I am still sketching out. I may be able to start posting it by the end of the year (no promises, sorry…)_

_. _

**Institute Saga II**

Preview

.

_Dear Mum/Dad._

_It's been almost a week since the events at the Asteroid and finally I have enough time to sit down and write to you about what happened._

_I know that you won't be happy about me, your little girl, heading into battle against an evil overlord, but I had to do it. If I hadn't… you'd be dead, as would I. And the whole world._

_I can't give many details, it's been classified twenty ways from Sunday, but it was probably the scariest thing that has ever happened to me. Superman couldn't come with us, because if he had, he'd have died instantly,but we had the Avengers with us, which almost made up for Clark's absence._

_Since that day, we've been answering questions and working to get our two newest members settled. Piotr and his little sister Illyana. Piotr is huge and can turn into living metal, he lives up to his name of Colossus. Illyana doesn't have any powers, she's pure human, but that doesn't matter, she's one of us now._

_Anyway, things are finally settling down at last. Principal Darkholme is retiring from Bayville High, we're getting a new Principal called Edward Kelly. Seems he's the younger brother of Senator Robert Kelly, the one pushing for power registration. I'm still not sure if this is good or bad._

_Anyway, yesterday, Prof X said that we're going to get more students. I guess that Colossus is going to earn his keep keeping the new ones in line._

_The Mansion is still amazing, I really want you to come over some time and see it. However, Clark played a prank on me! I sometimes… forget to open doors before walking into a room, sometimes I don't even use doors, so before he left on that secret mission of his, he outfitted every wall, floor and door with field inducers! They shut down in an emergency or at the teacher's request, but it means that I can't take any short-cuts… and I have the bruises to prove it! Grrrrr._

_School is still good, my friends are still my friends and all seems right with the world again._

_Missing you with all my heart,_

_Your little kitten._


End file.
